Common use of Company Stock Options Clause in Contracts

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (ai) At Effective as of the Effective Time, each then outstanding stock option to purchase shares of Company Common Stock (each a "“Company Stock Option" and collectively”), the "Company Stock Options") granted pursuant to the Company’s equity-based compensation plans (the “Company Stock Plans”) and the award agreements evidencing the grants thereunder, granted prior to the date of this Agreement to any current or former employee or director of, consultant or other service provider to, the Company or any of its Subsidiaries shall immediately vest and become exercisable in accordance with the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may and shall, by virtue of the Merger and without any action on the part of the holder thereof, be exercised solely for shares of Parent Common Stock, (iii) the converted into an option to purchase a number of shares of Parent Common Stock subject to such Company (an “Assumed Stock Option shall be Option”) equal to (i) the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio, Ratio (iv) rounded down to the nearest whole share); and the per share exercise price under each for Parent Common Stock issuable upon the exercise of such Assumed Stock Option shall be equal to (i) the exercise price per share of Company Common Stock at which such Company Stock Option shall be adjusted was exercisable immediately prior to the Effective Time divided by dividing (ii) the per share exercise price under each such Company Stock Option by the Equity Award Exchange Ratio and rounding (rounded up to the nearest whole cent), provided, however, that such conversion and assumption of the Assumed Stock Options shall comply with the regulations and other binding guidance under Section 409A of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (v) all references in including expiration date and exercise provisions after taking into account the accelerated vesting of the Company Stock Option Plans and Options as of the stock option certificates and agreements Effective Time as contemplated by the Company Stock Plans) as were applicable to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each corresponding Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of Options immediately prior to the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent shall issue Substitute Options (each a "as defined below) in accordance with this Section 2.04 to all holders of options to purchase shares of Company Class A Common Stock (the “Company Stock Option" Options”) outstanding, whether or not exercisable and whether or not vested, immediately prior to the Effective Time under the Company 1999 Stock Purchase and Option Plan and the Company 2000 Equity Incentive Plan (collectively, the "“Company Stock Options"Option Plans”). Parent shall issue the Substitute Options under the terms of the new stock option plans to be adopted by Parent at the Parent Shareholders’ Meeting (the “New Stock Option Plans”) granted pursuant to replace each of the Company Stock Option Plans. The terms and conditions of the New Stock Option Plans shall be substantially similar in all material respects with the terms and conditions of each of the Company Stock Option Plans, provided that the New Stock Option Plans shall differ from the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")Plans to the extent necessary to comply with Singapore Law. The Company shall use reasonable efforts to take all necessary action, whether or not exercisableincluding obtaining the consent of any holder of Company Stock Options, shall be converted into to implement the substitution of the Company Stock Options with Substitute Options pursuant to the terms of the New Stock Option Plans and become rights in accordance with respect to Parent Common Stockthis Section 2.04; provided, and the Parent shall assume the Company's obligations with respect to each however, that any Company Stock Option and that is not substituted with a Substitute Option because the related Company Stock Option Plan, in accordance with its terms, except that from and after holder rejects the Substitute Option shall terminate as of the Effective Time. At the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (iia) each Company Stock Option assumed shall be substituted by Parent may with Substitute Options in such manner that Parent (A) is a corporation “issuing a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or (B), to the extent that Section 424 of the Code does not apply to any such Company Stock Option, would be exercised solely such a corporation were Section 424 of the Code to apply to such Company Stock Option, and (b) each Substitute Option shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Stock Option for shares which the Substitute Option was substituted, (A) a number of Parent Common Stock, Ordinary Shares equal to the product (iiirounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Parent Company Class A Common Stock subject to such Company Stock Option shall be equal to that were issuable upon exercise of the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such related Company Stock Option immediately prior to the Effective Time multiplied by (2) the Option Exchange Ratio (which shall be the number equal to the product of the Exchange RatioRatio multiplied by 10), and (ivB) the per share exercise price under of each such Company Stock Substitute Option shall be adjusted equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price under of each such related Company Stock Option by (2) the Option Exchange Ratio and rounding (each, a “Substitute Option”); provided, however, that, upon exercise of a Substitute Option, the holder thereof shall have the right to elect to receive Parent ADSs rather than Parent Ordinary Shares and, upon such election, the holder shall receive a number of Parent ADSs equal to the number of Parent Ordinary Shares subject to the Substitute Option divided by ten (rounded down to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(aParent ADS), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. All outstanding Company Stock Options (aother than any option issued under the Employee Stock Purchase Plan) At shall become fully vested and exercisable as of the consummation of the Offer, and all holders of Company Stock Options shall have the opportunity to exercise their outstanding Company Stock Options immediately after the consummation of the Offer. Any Company Stock Options that have not been exercised by the fifth business day following the consummation of the Offer shall be terminated immediately after the fifth business day following the consummation of the Offer and prior to the Effective Time; provided, each outstanding stock option (each a "Company Stock Option" and collectivelyhowever, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights that with respect to Parent Common Stockany Company Stock Options for which the Offer Price exceeds the applicable per share exercise price, and the Parent Company shall assume promptly pay to the Company's obligations holders of such Company Stock Options an amount, in the form described below, with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governedOption, equal to the product of (iia) each Company Stock Option assumed the amount by Parent may be exercised solely for shares of Parent Common Stockwhich the Offer Price exceeds the applicable per share exercise price, multiplied by (iiib) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and at the stock option certificates and agreements to the Company (or its predecessors) time of such termination. The foregoing amount shall be deemed paid in the form of whole Company Common Shares, valued at the Offer Price, with the value of fractional Company Common Shares paid in cash. Such amount shall be subject to refer applicable tax withholding; provided, however, that option holders may elect to Parenthave Company Common Shares withheld to satisfy such tax withholding. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of All Company Common Shares received pursuant to this Section 2.04(a), each Company Stock Option which is an "incentive stock option" 2.7 shall be adjusted converted into the Merger Consideration, as required by described in Section 424 of 2.4, upon the CodeMerger, and included in the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeFully Diluted Common Share Number.

Company Stock Options. (a) At the Effective Time, each outstanding stock Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option (each a "to acquire, on the same terms and conditions as were applicable under such Company Stock Option" and collectively, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Company Assumed Chancellor Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively); provided, the "Company Stock Option Plans")however, whether or not exercisablethat, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to for -------- ------- each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Timeoptionholder, (i) Parent and its compensation committee shall be substituted for the Company and the committee aggregate fair market value of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Surviving Corporation Common Stock subject to such Company Assumed Chancellor Stock Option Options immediately after the Effective Time shall be equal to not exceed the number aggregate exercise price thereof by more than the excess of whole shares (rounded to the nearest whole share) aggregate fair market value of Company Common Stock subject to such Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal date of such Company Stock Option, within the meaning of Section 424(h) of the Codeexercise.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, Parent will assume each then outstanding stock option to purchase shares of Company Common Stock granted pursuant to a Company Benefit Plan (each a "“Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"”), whether or not exercisableexercisable at the Effective Time and regardless of the exercise price thereof, in a manner consistent with the requirements of Section 424(a) of the Code. Pursuant to the immediately preceding sentence, the following process shall be converted into and become rights with respect applied to Parent Common Stock, and effect the assumption of such Company Stock Options. Parent shall assume determine the Company's obligations with respect ratio (the “Company Option Ratio”) of (i) the exercise price for a share of Company Common Stock subject to each Company Stock Option and (the related “Company Stock Option Plan, in accordance with its terms, except that from and after Exercise Price”) to (ii) the Effective Time, Offer Price. Parent shall also determine the product of (i) Parent and its compensation committee shall be substituted for the remainder of (A) the Offer Price minus (B) the Company and Exercise Price, multiplied by (ii) the committee number of the Company's Board shares of Directors (including, if applicable, the entire Company Board) administering the Company Common Stock Option Plan, if any, under which subject to such Company Stock Option was granted or otherwise governed, (such product hereinafter called the “Company Option Spread”). Parent shall establish the exercise price to purchase a share of Parent Common Stock (the “Parent Exercise Price”) under each assumed option such that the ratio of (i) the Parent Exercise Price to (ii) each Company Stock Option assumed by Parent may be exercised solely for shares the average closing price of a share of Parent Common Stock, Stock for the five trading days ending on the trading day immediately prior to the Effective Time (iiithe “Parent Closing Value”) is equal to the Company Option Ratio. Parent shall determine the number of shares of Parent Common Stock subject to such each assumed Company Stock Option by dividing (i) the Company Option Spread by (ii) the remainder of (A) the Parent Closing Value minus (B) the Parent Exercise Price; provided, that if the Company Option Spread is zero, the number of shares of Parent Common Stock subject to each assumed Company Stock Option shall be equal to the Offer Price multiplied by the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option and divided by the Parent Closing Value; provided, further, that any fractional share of Parent Common Stock resulting from such quotient shall be cashed out based on the Parent Closing Value and taking into account the applicable portion of the Parent Exercise Price related thereto. Each assumed Company Stock Option shall be deemed vested immediately following the Effective Time as to the same percentage of the total number of shares subject thereto as it was vested immediately prior to the Effective Time multiplied by Time, except to the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each extent such Company Stock Option by its written terms as set forth in the Exchange Ratio and rounding relevant option agreement as in effect immediately prior to the nearest whole cent, and (v) all references in date hereof provides for acceleration of vesting by reason of the Transactions contemplated hereby. Each assumed Company Stock Option Plans will otherwise continue to have, and be subject to, the stock option certificates same terms and agreements conditions as in effect immediately prior to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. (a) At the Effective Time, each option to purchase Company Common Stock granted under any Company Stock Plan that is outstanding stock option and unexercised immediately prior to the Effective Time (each each, a "“Company Stock Option" and collectively”), the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "including any such Company Stock Option Plans"held by a current or former non-employee director, consultant, employee or other service provider of the Company who is not a Continuing Employee or Continuing Service Provider (each, a “Former Service Provider”), whether or not then vested or exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may and shall be exercised solely for shares of Parent Common Stock, (iii) the converted into a stock option to acquire a number of shares of Parent Common Stock subject (a “Parent Stock Option”), on the same terms and conditions as were applicable to such Company Stock Option shall be immediately prior to the Effective Time (but taking into account any changes thereto provided for in this Agreement), equal to the product of (i) the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Base Exchange Ratio, with any fractional shares rounded down to the nearest whole number of shares after aggregating each individual holder’s Company Stock Options with the same exercise price. The exercise price per share of Parent Common Stock subject to each such Parent Stock Option will be an amount (ivrounded up to the nearest whole cent) equal to the quotient of (A) the excess of (x) the per share exercise price under of such Company Stock Option immediately prior to the Effective Time over (y) the Additional Cash Consideration divided by (B) the Base Exchange Ratio; provided that, each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this a manner which complies with Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) 409A of the Code.

Company Stock Options. (a) At the Effective Time, each compensatory option to purchase shares of Company Common Stock granted under any Company Stock Plan that is outstanding stock option and unexercised immediately prior to the Effective Time (each each, a "“Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"”), whether or not exercisablevested shall, by virtue of the Merger and without further action on the part of the holder thereof, cease to represent a right to acquire shares of Company Common Stock and shall be converted into an option to purchase Parent ADSs (each, an “Assumed Stock Option”), on the same terms and become rights with respect to Parent Common Stockconditions (including any vesting or forfeiture provisions or repurchase rights, and but taking into account any acceleration thereof provided for in the Parent shall assume the Company's obligations with respect to each relevant Company Stock Option and Employee Plan or in the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee award document by reason of the Company's Board of Directors (including, if applicable, the entire Company Boardtransactions contemplated hereby) administering the Company Stock Option Plan, if any, as were applicable under which such Company Stock Option was granted or otherwise governed, (ii) as of immediately prior to the Effective Time. The number of Parent ADSs subject to each Company such Assumed Stock Option assumed by Parent may shall be exercised solely for shares of Parent Common Stock, equal to (iiii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such each Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole number of Parent ADSs, and such Assumed Stock Option shall have an exercise price per Parent ADS (ivrounded up to the nearest cent) equal to (A) the exercise price per share exercise price under each of Company Common Stock otherwise purchasable pursuant to such Company Stock Option shall be adjusted divided by dividing (B) the per share exercise price under each such Exchange Ratio; provided, that in the case of any Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) which Section 421 of the first sentence Code applies as of this the Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 422 of the Code, the exercise price, the number of Parent ADSs subject to such option and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal terms and conditions of exercise of such Company Stock Option, within option shall be determined in a manner consistent with the meaning requirements of Section 424(h424(a) of the Code; provided further, that in the case of any Company Stock Option to which Section 409A of the Code applies as of the Effective Time, the exercise price, the number of Parent ADSs subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code in order to avoid the imposition of any additional taxes thereunder.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time under the Company's stock option plans 1992 Key Employees Stock Option Plan, 1992 Stock Option for Non-Employee Directors and arrangements 1989 Key Employees Stock Option Plan (collectively, the "Company Stock Option Plans"), whether or not exercisableshall remain outstanding following the Effective Time. A listing of all outstanding Company Stock Options as of November 5, shall be converted into and become 1995, showing what portions of such Company Stock Options are exercisable as of such date, the dates upon which such Company Stock Options expire, the exercise price of such Company Stock Options, the number of limited rights with respect to Parent Common Stocktandem thereto, and whether such option is intended to qualify as an "incentive stock opinion" within the Parent shall assume meaning of Section 422 of the Company's obligations with respect to each Code, is set forth in Schedule 6.05 of the Company Disclosure Schedule. At the Effective Time, the Company Stock Option Options shall, by virtue of the Merger and without any further action on the related part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Option PlanOptions, in accordance with its terms, except that from would be such a corporation were Section 424 of the Code applicable to such Company Stock Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may (each, a "Substitute Option") shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (iiiA) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded up or down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Stock Consideration; and (B) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied divided by the Exchange RatioStock Consideration (the option price per share, (iv) as so determined, being rounded upward to the per share exercise price under each nearest full cent). Such Substitute Option shall otherwise be subject to the same terms and conditions as such Company Stock Option, which in accordance with the terms thereof and pursuant to action heretofore taken by the Compensation Committee of the Company's Board of Directors shall vest and become immediately exercisable as of the Effective Time, and any limited rights relating to such Company Stock Option shall continue to be adjusted by dividing exercisable until thirty days following the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. (a) At the First Merger Effective Time, by virtue of the First Merger, each outstanding stock option to purchase shares of Company Common Stock (each each, a "“Company Stock Option" and collectively, the "Company Stock Options"”) granted pursuant to the terms Company Equity Plan, whether vested or unvested shall, automatically and conditions without any action on the part of the Company's stock option plans and arrangements (collectively, the "Parties or any holder of a Company Stock Option Plans")Option, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares and converted into an option to purchase the number of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the First Merger Effective Time multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per Parent Common Share equal to the quotient obtained by dividing (ivx) the per share exercise price under each of such Company Stock Option shall be adjusted immediately prior to the First Merger Effective Time by dividing (y) the per share exercise price under each such Company Stock Option by the Equity Award Exchange Ratio and rounding Ratio, rounded up to the nearest whole centcent (each, and (v) all references in an “Assumed Company Option”); provided that the number of Parent Common Shares subject to such Assumed Company Stock Option, the exercise price per share of such Assumed Company Option Plans and the stock option certificates terms and agreements to the conditions of exercise of such Assumed Company (or its predecessors) Option shall be deemed determined in a manner intended to refer to Parent. Notwithstanding be consistent with the provisions requirements of clauses (iii) and (iv) Section 409A of the first sentence of this Section 2.04(a)Code and, each with respect to any Assumed Company Stock Option which is Option, intended to qualify as an "“incentive stock option" shall be adjusted as required by ” under Section 424 422 of the Code, Code and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h424(a) of the Code. Except as set forth above, each Assumed Company Option will be subject to the same terms and conditions, including vesting, exercise, expiration and forfeiture provisions, applicable to the corresponding Company Stock Option immediately prior to the First Merger Effective Time (including under the terms of the Company Equity Plan and the applicable stock option agreement).

Company Stock Options. (a) At a time mutually agreed upon by BioSante and the Company, but in no event less than 30 days prior to the Effective Time, each outstanding stock option (each a "Company the administrator of the Amended and Restated 1998 Incentive Stock Option" and collectivelyOption Plan, the "Company 2001 Nonstatutory Option Plan, the 2001 Non-Employee Directors Stock Options") granted pursuant to Option Plan and the terms and conditions of the Company's stock option plans and arrangements 2005 Equity Incentive Plan (collectively, as amended, supplemented or modified, the "“Company Stock Option Plans"”) shall provide appropriate notice to holders of all options outstanding under the Company Stock Option Plans (the “Company Stock Options”) that such Company Stock Options other than the Company Stock Options listed on Schedule 2.05(a) hereto (the “Specified Company Stock Options”), whether or not vested and whether or not exercisable, shall be converted into fully vested and become rights with respect exercisable until immediately prior to Parent Common Stockthe Effective Time. Upon the Effective Time, all Company Stock Options other than the Specified Company Stock Options shall terminate. The Specified Company Stock Options, whether or not vested, shall by virtue of the Merger be assumed by BioSante and shall remain outstanding following the Parent shall assume the Company's obligations with respect to each Effective Time. Each such Specified Company Stock Option so assumed by BioSante will continue to have, and be subject to, the related same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any vesting provisions), except that: (i) each Specified Company Stock Option Plan, will be solely exercisable (or will become exercisable in accordance with its terms, except ) for that from and after number of whole BioSante Common Shares equal to the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee product of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to that were issuable upon exercise of such Specified Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of BioSante Common Shares; and (ivii) the per share exercise price under each for the BioSante Common Shares issuable upon exercise of such assumed Specified Company Stock Option shall will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under each of Company Common Stock at which such Specified Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. BioSante shall comply with the terms of all such Specified Company Stock Options and use its reasonable best efforts to ensure, to the extent required by, and (v) subject to the provisions of, the Company Stock Option Plans and permitted under the Code, that any Specified Company Stock Options that qualified for tax free treatment under Section 422 of the Code prior to the Effective Time continue to so qualify after the Effective Time. BioSante shall take all corporate actions necessary to reserve for issuance a sufficient number of BioSante Common Shares for delivery upon exercise of all Specified Company Stock Options pursuant to the terms set forth in this Section 2.05(a). From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option certificates and agreements to the Company (or its predecessors) issued thereunder shall be deemed to refer to ParentBioSante, which shall assume the Company Stock Options Plans as of the Effective Time by virtue of this Agreement and without any further action. Notwithstanding Prior to the provisions Effective Time, the Company shall take all actions necessary to effect the transactions contemplated by this Section 2.05(a). The Company will not take any action to accelerate the vesting, change the exercisability or extend the expiration date of clauses any Specified Company Stock Options beyond what is contractually required as of April 1, 2009 (iii) including those change of control agreements and (ivarrangements with current executive officers identified in Section 4.10(a) of the first sentence of this Section 2.04(aCompany Disclosure Schedule), and will take any action that is permitted to take so that the vesting, exercisability and expiration date of such Specified Company Stock Options is not accelerated or changed, and each Specified Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 exercisable for a period of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of time determined in strict compliance with such Company Stock Option, within the meaning of Section 424(h) of the Codecontractual requirements.

Company Stock Options. (a) At By virtue of the Merger, Parent shall assume the Company Stock Plans and each option to purchase shares of Company Common Stock under the applicable Company Stock Plans or independent of the Company Stock Plans that is outstanding immediately prior to the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements whether or not then vested or exercisable (collectively, the "“Company Stock Option Plans")Options”) shall, whether automatically and without any required action on the part of any holder or not exercisablebeneficiary thereof, be assumed by Parent and shall be converted into and become rights with respect to Parent Common Stockconverted, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after at the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of into an option to purchase shares of Parent Common Stock subject (a “Converted Parent Stock Option”), on substantially the same terms and conditions as were applicable to such Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the acceleration thereof, provided for in the Company Stock Plans, in an award agreement or in such Company Stock Option by reason of this Agreement or the transactions contemplated herein), except that: (i) each Converted Parent Stock Option shall be have an exercise price per share of Parent Common Stock equal to the number of whole shares (rounded to the nearest whole share) exercise price per share of Company Common Stock subject to underlying such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Converted Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded, if necessary, down to the nearest whole centshare of Parent Common Stock; provided, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements however, that notwithstanding anything to the Company (or its predecessors) contrary in this Agreement, in all cases such conversion shall be deemed to refer to Parent. Notwithstanding effected in a manner consistent with the provisions requirements of clauses (iii) and (ivSection 424(a) of the first sentence Code (as modified by Section 409A of this Section 2.04(a), each the Code with respect to Company Stock Option which is an "Options that are not intended to qualify as “incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, options” within the meaning of Section 424(h) 422 of the Code). For the avoidance of doubt, the term Company Stock Options shall not include the Cancelled Company Options, which shall be cancelled pursuant to an agreement between the Company and each holder thereof prior to the Effective Time.

Company Stock Options. (a) At the Effective Time, each option granted by Company to purchase shares of Company Common Stock under the Company Stock Plan that is outstanding stock option as of immediately prior to the Effective Time (each a "“Company Stock Option" and collectively”) shall, without any further action on the part of Parent, the "Company, or the holder thereof, cease to represent a right to acquire shares of Company Common Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be assumed and converted automatically into and become rights with respect an option (each, an “Adjusted Option”) to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) purchase the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the product obtained by multiplying (i) the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to the Company Stock Option immediately prior to the Effective Time, by (ii) the sum of (A) the Exchange Ratio and (B) the quotient obtained by dividing the Cash Consideration by the volume weighted average price of one shares of Parent Common Stock as reported on the NYSE for the five business days ending on the business day immediately prior to the Closing Date (the “Parent Closing Price”) (such sum in clause (ii) being referred to as the “Equity Award Exchange Ratio”), rounded down to the nearest whole number of shares of Parent Common Stock. Each Adjusted Option shall have an exercise price per share of Parent Common Stock equal to (x) the per share exercise price of such Company Stock Option immediately prior to the Effective Time multiplied Time, divided by (y) the Equity Award Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded up to the nearest whole cent. Each Adjusted Option shall be fully vested and exercisable as of the Effective Time. Except as otherwise provided in this Section 3.2, each Adjusted Option shall otherwise be subject to the same terms and (v) all references in conditions applicable to the corresponding Company Stock Option under the applicable Company Stock Plan and the agreements evidencing grants thereunder. The parties intend that the assumption of the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) Options shall be deemed to refer to Parent. Notwithstanding effected in a manner that satisfies the provisions requirements of clauses (iii) Sections 409A and (iv424(a) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, Code and the regulations Treasury Regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of and this Section 424(h) of the Code3.2 shall be construed consistent with this intent.

Company Stock Options. (a) At Prior to the Effective Time, the Company shall take such actions as may be necessary such that at the Effective Time each outstanding stock option (each a "“Option”) to acquire Company Common Stock Option" and collectively, outstanding after the "Effective Time under the Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")Plan, whether or not then exercisable, shall be converted into and become rights a right with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from . From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iiiii) the number of shares of Parent Common Stock (rounded down to the nearest whole share) subject to such Company Stock each Option shall be equal to the product of (A) the number of whole shares of Company Common Stock previously subject to such Option and (B) the amount determined by adding (y) the Exchange Ratio and (z) the quotient obtained by dividing $24.00 by the closing price per share of Parent Common Stock on the NYSE on the trading day preceding the Closing Date, rounded up to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to cent (the Effective Time multiplied by the Exchange Ratio“Cash Equivalent”), and (iviii) the per share exercise price under for each such Company Stock Option shall be adjusted by dividing equal to the exercise price per share exercise price under each for the shares of Company Common Stock previously purchasable pursuant to such Company Stock Option divided by the amount obtained by adding the Exchange Ratio and rounding the Cash Equivalent; provided, however, that in the case of any Option which is an “incentive stock option,” as defined under Section 422 of the Code, the exercise price, the number of shares purchasable pursuant to such Option and the terms and conditions of exercise of such Option shall be determined in a manner consistent with Section 424(a) of the Code and, in the case of all Options, a manner satisfying the requirements of Section 409A of the Code. The Options shall be subject to the nearest whole centsame terms and conditions (including expiration date and exercise provisions) as were applicable to the corresponding options with respect to Company Common Stock immediately prior to the Effective Time. At or prior to the Effective Time, and (v) all references in the Company Stock shall make all necessary arrangements with respect to the Company Option Plans and the stock option certificates and agreements Options to permit the Company (or its predecessors) shall be deemed assumption of unexercised Options by Parent pursuant to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code5.10.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time under the Company's stock option plans Second Amended and arrangements Restated 1995 Stock Plan, the 1995 Non-Employee Director Stock Option Plan, the 1995 Employee Stock Purchase Plan, the 1998 Non-Qualified, Non-Officer Stock Option Plan, the 1989 Stock Plan, the 1987 Stock Plan and the 1986 Incentive Stock Option Plan (collectively, the "Company Stock Option Plans"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which Section 424(a) applies" within the meaning of Section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that Section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were Section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may (each, a "Substitute Option") shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (iiiA) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock subject (rounded up or down to such Company Stock Option shall be the nearest whole share, except rounded down in the case of incentive stock options) equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio; (B) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded upward to the nearest whole full cent, ); and (vC) all references in the each Substitute Option with respect to Company Stock Option Plans and the stock option certificates and agreements Options subject to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (ivagreements listed in Section 3.03(3) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" Disclosure Letter shall be adjusted subject to the terms and provisions of such agreements. Such Substitute Option shall otherwise be subject to the same terms and conditions as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeOptions.

Company Stock Options. (ai) At Subject to Section 1.6(d)(ii), at the Effective Time, all rights with respect to each outstanding stock option to purchase Company Common Stock that was granted under the Company Stock Option Plan (as defined in Section 4.9(a); each a "“Company Stock Option" and collectively, the "Company Stock Options"”) granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")then outstanding, whether vested or not exercisableunvested, shall be converted into and become rights with respect to Parent Common Stock, Stock and the Parent shall assume the Company's obligations with respect to each such Company Stock Option and the related Company Stock Option Plan(as so assumed, in accordance with its terms, except that from an “Assumed Option”). From and after the Effective Time, (i) Parent each Assumed Option shall continue to be subject to the same terms and its compensation committee shall be substituted for conditions as were applicable to such Company Stock Option immediately prior to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering Effective Time in accordance with the Company Stock Option Plan, if any, Plan under which it was issued and the stock option agreement by which it is evidenced, except that (i) each reference in such plan and agreement to the Company Stock Option was granted or otherwise governedshall be deemed to refer to Parent, (ii) each Company Stock Assumed Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock each Assumed Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock remaining unexercised under and subject to such Company Stock Option immediately prior to the Effective Time multiplied by the result obtained by dividing (A) $1.65 by (B) the average of the closing price of a share of common stock of Parent on the NASDAQ Global Market (“NASDAQ”) for the five (5) trading days ending two business days prior to the Closing Date (the “Option Exchange Ratio”), as it may be adjusted to reflect any reclassification, stock split, reverse stock split, stock dividend, reorganization, recapitalization or other like change with respect to common stock, $0.001 par value per share, of Parent (“Parent Common Stock”) or Company Common Stock occurring (or for which the record date is established) after the date of this Agreement and prior to the Effective Time, rounding down to the nearest whole share, (iv) the per share exercise price under each such Company Stock Assumed Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Option Exchange Ratio and Ratio, rounding up to the nearest whole cent, and (v) all references each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. To the extent that a Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is qualifies as an "“incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, ” within the meaning of Section 424(h422 of the Internal Revenue Code of 1986, as amended (the “Code”), the option exercise price, the number of shares of Parent Common Stock purchasable pursuant to the Assumed Option and the terms and conditions of exercise of the Assumed Option shall be determined in order to comply with Section 424(a) of the Code. To the extent a Company Stock Option is a nonstatutory stock option, the option exercise price, the number of shares of Parent Common Stock purchasable pursuant to the Assumed Option and the terms and conditions of exercise of the Assumed Option shall be determined in order to comply with Section 409A of the Code.

Company Stock Options. (a) All options (the “Company Stock Options”) outstanding, whether or not exercisable and whether or not vested, at the Effective Time under the Commonwealth Industries, Inc. 1995 Stock Incentive Plan, as amended and restated April 23, 1999, the Commonwealth Industries, Inc. 1997 Stock Incentive Plan, as amended and restated April 23, 1999, (collectively, the “Company Stock Option Plans”), shall, in accordance with the terms of such plans, be fully vested upon, and shall remain outstanding following, the Effective Time. At the Effective Time, each outstanding the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (i) is a corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or (each a "Company Stock Option" and collectively, ii) to the "extent that Section 424 of the Code does not apply to any such Company Stock Options") granted pursuant to the terms and conditions , would be such a corporation were Section 424 of the Company's stock option plans and arrangements (collectively, the "Code applicable to such Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governedPlans as of the Effective Time by virtue of this Agreement and without any further action. From and after the Effective Time, (ii) each Company Stock Option assumed by Parent may (each, a “Substitute Option”) shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions as were applicable under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder immediately prior to the Effective Time, except that (iiiA) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, ; and (ivB) the exercise price per share of Parent Common Stock shall be an amount equal to the exercise price under each per share of Company Common Stock subject to such Company Stock Option shall be adjusted by dividing in effect immediately prior to the per share exercise price under each such Company Stock Option Effective Time divided by the Exchange Ratio and rounding (the exercise price per share, as so determined, being rounded upward to the nearest whole full cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. Prior to the Effective Time, the Board of Directors of the Company (aor, if appropriate, any committee thereof) At shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each outstanding stock unexpired and unexercised option or similar right to purchase Company Shares (each a "the “Company Options”) under the Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")Incentive Plan, whether or not exercisablethen exercisable or vested, shall be converted into and become rights with respect to Parent Common Stockshall, and at the Parent shall assume discretion of the Company's obligations with respect to each Board of Directors of the Company Stock Option and the related Company Stock Option Plan(or, in accordance with its termsif appropriate, except that from and after the Effective Time, any committee thereof) either (i) Parent become fully exercisable and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option vested immediately prior to the Effective Time multiplied by the Exchange Ratioand shall be cancelled and, (iv) the per share exercise price under in exchange therefor, each former holder of any such cancelled Company Stock Option shall be adjusted entitled to receive, in consideration of such cancellation, a payment by dividing the Surviving Corporation in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) in an amount (such amounts payable hereunder being referred to as the “Option Consideration”) equal to the product of (A) the total number of Company Shares subject to such Company Option immediately prior to its cancellation and (B) the excess, if any, of the Merger Consideration plus eight dollars ($8.00) over the exercise price per share of such Company Option; provided, that in calculating the Option Consideration, there shall be no addition of eight dollars ($8.00) in the preceding clause (B) with respect to any Company Option (x) with a strike price that was adjusted as a result of the declaration or payment by the Company of the eight dollar ($8.00) per share cash dividend that became payable on May 17, 2004 or (y) that was granted after May 17, 2004 or (ii) solely with respect to options granted to (x) the persons listed on Section 3.4 of the Company Disclosure Schedule and (y) persons whose options are subject to Laws outside the United States become fully exercisable and vested at the Effective Time and be adjusted to entitle the holder upon exercise to receive the Option Consideration, subject to any applicable withholding or other taxes required by applicable Law to be withheld, without paying the exercise price under each of the Company Option. With respect to any Company Option treated in accordance with clause (ii) of the preceding sentence, the Company shall use commercially reasonable efforts to obtain the consent of the holder of such Company Stock Option to the payment of the Option Consideration as soon as practicable following the Effective Time, provided that the Company may not provide any holder with any consideration to obtain such consent other than as provided in this Section 3.4. As soon as practicable following the Effective Time, the Surviving Corporation shall provide each holder of Company Options which are cancelled pursuant to this Section 3.4 with cash payments equal to the Option Consideration in accordance with the action taken by the Exchange Ratio Board of Directors of the Company (or, if appropriate, any committee thereof) and rounding any such cancelled Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the nearest whole centpayment of the Option Consideration. At the Effective Time, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements Incentive Plan shall be terminated, except to the extent that it shall continue to apply to Company Options granted prior to the Effective Time and described in clause (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (ivii) of the first sentence of this Section 2.04(a), each 3.4 (to the extent such Company Stock Option which is an "incentive stock option" Options remain outstanding and unexercised following the Effective Time) and no further Company Options shall be adjusted as required by Section 424 of the Code, and the regulations promulgated granted thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. All options to acquire Company Capital --------------------- Stock (a) At the Effective Timeindividually, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to -------------- --------------- outstanding at the terms and conditions of Effective Time under the Company's stock option plans and arrangements Globalware Computing, Inc. Stock Option Plan (collectively, the "Company Stock Option PlansPlan"), whether or not exercisable, ) shall be converted into and become rights with respect to Parent Common Stock, and remain outstanding following the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after ------------------ Effective Time. At the Effective Time, such Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the Optionees, be assumed by AvantGo in such manner that AvantGo (i) Parent and its compensation committee is a corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code; or (ii) to the extent that Section 424 of the Code does not apply to any such Company Options, would be such a corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to such option. Each Company Option that AvantGo assumes shall be substituted for exercisable upon the Company same terms and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering conditions as under the Company Stock Option PlanPlan and the applicable option agreement issued thereunder, if any, under which except that (x) the unexercised portion of each such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may shall be exercised solely exercisable for that whole number of shares of Parent Common Stock, par value $0.0001 per share, of AvantGo (iiithe "AvantGo Common") (rounded down to the nearest whole -------------- share) equal to the number of shares of Parent Company Capital Stock subject to the unexercised portion of such Company Option multiplied by the Exchange Ratio; and (y) the option exercise price per share of AvantGo Common shall be an amount equal to the option exercise price per share of Company Capital Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to in effect at the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded up to the nearest whole full cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) ). No payment shall be deemed to refer to Parentmade for fractional interests. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a)The term, each Company Stock Option which is exercisability, vesting schedule, status as an "incentive stock option" shall be adjusted as required by under Section 424 422 of the Code, if applicable, and all of the regulations promulgated thereunderother terms of the Company Options shall otherwise remain unchanged. As soon as practicable after the Effective Time, so as not AvantGo shall deliver to constitute a modification, extension or renewal of the Optionees appropriate notices setting forth such Optionees' rights pursuant to such Company Stock OptionOptions, within as amended by this Section 1.5. AvantGo shall take all corporate actions necessary to reserve for issuance such number of shares of AvantGo Common as will be necessary to satisfy exercises in full of all Company Options after the meaning Effective Time. An "Optionee," as used in this -------- Agreement, means a holder of Section 424(h) of the CodeCompany Options.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent shall assume (each a "i) all options to acquire Company Common Stock Option" and collectively, (the "“Company Stock Options"”) granted pursuant outstanding immediately prior to the terms Effective Time, whether or not exercisable and conditions of whether or not vested, under the Company's stock option plans and arrangements ’s 1996 Stock Option Plan (collectivelythe “1996 Plan”), the "Company’s Second Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”) and the Company’s 2001 Broad Based Equity Incentive Plan (the “Equity Incentive Plan” and together with the 1996 Plan and the Stock Incentive Plan, the “Company Stock Option Plans"”), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option Plan, and the Company’s repurchase right with respect to any unvested shares acquired by the exercise of Company Stock Options shall be assigned to Parent without any further action on the part of the Company or the holders of such unvested shares. Each Company Stock Option so assumed by Parent may under this Agreement will continue to have, and be exercised solely for shares subject to, the same terms and conditions of Parent Common Stocksuch option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (iiiA) the number of shares of Parent Common Stock subject to such each Company Stock Option shall will be equal to the exercisable (or will become exercisable in accordance with its terms) for that number of whole shares Parent Common Shares (rounded down to the nearest whole share) equal to (x) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (y) the Option Exchange Ratio; and (B) the per share exercise price for the Parent Common Shares issuable upon exercise of such assumed Company Stock Option will be equal to (x) the exercise price per share of such Company Stock Option in effect immediately prior to the Effective Time multiplied divided by the Exchange Ratio, (ivy) the per share Option Exchange Ratio (the exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding share, as so determined, being rounded upward to the nearest whole full cent). At or before the Effective Time, and (v) all references in the Company shall cause to be effected any necessary amendments to the Company Stock Option Plans and the stock option certificates and agreements to give effect to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the foregoing provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), 2.04. It is the intention of the parties that each Company Stock Option which is assumed by Parent shall qualify following the Effective Time as an "incentive stock option" option as defined in section 422 of the Code to the extent permitted under section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time. Outstanding purchase rights under the Company’s Amended and Restated Employee Stock Purchase Plan (the “Company Purchase Plan”) shall be adjusted as required by Section 424 exercised upon the earlier of (i) the next scheduled purchase date under the Company Purchase Plan or (ii) immediately prior to the Effective Time, and each participant in the Company Purchase Plan shall accordingly be issued shares of Company Common Stock at that time pursuant to the terms of the CodeCompany Purchase Plan and each share of Company Common Stock so issued shall by virtue of the Merger, and without any action on the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) part of the Codeholder thereof, be converted into the right to receive cash and Parent Common Shares in accordance with Section 2.01(a)(i) and cash for fractional Parent Common Shares in accordance with Section 2.02(e). The Company shall cause the Company Purchase Plan to be terminated as of the Effective Time.

Company Stock Options. (a) At or immediately prior to the Effective Time, each outstanding employee and director stock option to purchase Shares (each a an "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to under (i) the terms PSICOR, Inc. 1984 Stock Option Plan, as amended (the "1984 Option Plan"), (ii) the PSICOR, Inc. 1989 Stock Option Plan for Officers and conditions Other Key Employees, as amended (the "1989 Option Plan"), (iii) the Non-Qualified Stock Option Plan for Directors of PSICOR, Inc. (the "Director Option Plan") and (iv) any other stock option plan or arrangement of the Company's stock option Company or any Subsidiary of the Company (such plans and arrangements (collectivelyor arrangements, together with the 1984 Option Plan, the 1989 Option Plan and the Director Option Plan, are hereinafter collectively referred to as the "Company Stock Option Plans"), shall be cancelled, and each holder of any such Option, whether or not then vested or exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume paid by the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted at or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied for each such Option, in consideration therefor an amount in cash determined by the Exchange Ratio, multiplying (ivi) the excess, if any, of $17.50 per share Share over the applicable exercise price of such Option by (ii) the number of Shares such holder could have purchased (assuming full vesting of all Options) had such holder exercised such Option in full immediately prior to the Effective Time. The Company shall use all reasonable efforts to effectuate the foregoing, including without limitation amending the Option Plans and obtaining any necessary consents from Option holders; PROVIDED, HOWEVER, that prior to the purchase of Shares pursuant to the Offer, the Board of Directors of the Company shall adopt such resolutions or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option under each the 1984 Option Plan or the 1989 Option Plan as to which any such Company Stock consent is not obtained prior to the Effective Time to provide that such Option shall be adjusted converted into the right, upon exercise of such Option at any time after the Effective Time, to receive an amount in cash equal to $17.50 for each Share subject to such Option, or, alternatively, upon the surrender and cancellation of such Option at any time after the Effective Time to receive an amount in cash determined by dividing multiplying (i) the excess, if any, of $17.50 per share Share over the applicable exercise price under each of such Company Stock Option by (ii) the Exchange Ratio and rounding number of Shares subject to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Codein either case without interest or any other adjustment thereto.

Company Stock Options. (a) At Prior to the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) shall take all actions necessary to provide that each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option option outstanding immediately prior to the Effective Time multiplied by (whether or not then vested or exercisable) that represents the Exchange Ratioright to acquire shares of Company Common Stock (each, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessorsan “Option”) shall be deemed cancelled and terminated (without regard to refer the exercise price of the Options) as of the Effective Time, and that all Options (whether or not vested), other than Options with respect to Parentwhich the holder thereof has elected to exercise as of immediately prior to the Effective Time, shall be converted at the Effective Time into the right to receive a cash amount from the Surviving Corporation equal to the Option Consideration for each share of Company Common Stock then subject to such Option. Except as otherwise provided below, the Option Consideration shall be paid as soon after the Closing Date as shall be practicable. Notwithstanding the provisions of clauses (iii) foregoing, Parent and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" Surviving Corporation shall be adjusted entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required by Section 424 to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. Parent shall at all times from and after the Effective Time cause the Surviving Corporation to have (and the regulations promulgated thereunderSurviving Corporation shall maintain) sufficient liquid funds to satisfy the Surviving Corporation’s obligations to holders of Options pursuant to this Section 2.3. In addition, so the Company shall take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, stock appreciation rights, warrants or other rights or agreements which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof, other than the payment of the Option Consideration in accordance with this Section 2.3 with respect to Options unexercised as not of immediately prior to constitute the Effective Time. For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a modificationparticular Option, extension or renewal an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of Company Common Stock issuable under such Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time under the Company's stock option plans 1999 Stock Option Plan and arrangements any other equity-based incentive program adopted by the Company prior to the Effective Time (collectively, the "Company Stock Option Plans"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Parent Common Stockwhich Section 424(a) applies" within the meaning of Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Revenue Code of 1986, as amended (the "Code") and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that Section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were Section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the applicable stock option certificates and agreements to the Company (or its predecessors) issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action. Notwithstanding Each Company Stock Option assumed by Parent (each, a "Substitute Option") shall be exercisable upon the provisions same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of clauses shares of Parent Stock, (iiirounded down to the nearest whole share) equal to the number of shares of Company Stock subject to such Company Stock Option multiplied by the Option Exchange Ratio (as defined below) and (ivB) the option price per share of Parent Stock shall be an amount equal to the first sentence option price per share of this Section 2.04(a), each Company Stock subject to such Company Stock Option which is an in effect immediately prior to the Effective Time divided by the Option Exchange Ratio (the option price per share, as so determined, being rounded upward to the nearest full cent). The adjustments provided for herein with respect to any options that are intended to be "incentive stock optionoptions" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h422 of the Code shall be effected in a manner consistent with Section 424(a) of the Code.

Company Stock Options. (a) At Prior to the Effective Time, the Company and Acquiror shall take such action as may be necessary or appropriate for Acquiror to assume, or, at its option, to issue a substitute option with respect to, each outstanding stock unexpired and unexercised option to purchase shares of Company Common Stock (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of under the Company's stock option Amended and Restated 1998 Long-Term Incentive Plan, Amended and Restated Non-Qualified Stock Option Plan and Amended and Restated Equity Plan for Directors and those options issued not pursuant to such plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and ) so that at the Parent shall assume the Company's obligations with respect to Effective Time each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall will become or be substituted for the Company and the committee replaced by an option to purchase a number of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for whole shares of Parent Common Stock, Acquiror Series A Preferred Stock equal to the product of one-tenth (iii0.1) and the number of shares of Parent Company Common Stock subject to such Company Stock Options under the Company Stock Option shall be equal to the number of whole shares (rounded and rounding any fractional share down to the nearest whole share) ), at an exercise price per share equal to the product of the shares of Company Common Stock subject to such Company Stock Option immediately prior to and the Effective Time multiplied exercise price per share of such Company Stock Option, divided by the Exchange Ratio, (iv) the per share exercise price under each number of whole shares of Acquiror Series A Preferred Stock deemed to be purchasable pursuant to such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded up to the nearest whole cent; provided, however, that upon an Automatic Conversion Event (as such term is defined in the Restated Charter), each Company Stock Option will become or be replaced by an option to purchase a number of whole shares of Acquiror Common Stock equal to the product of the number of shares of Acquiror Series A Preferred Stock then subject to the Company Stock Options and the number of shares of Acquiror Common Stock issuable upon the Automatic Conversion Event with respect to a share of Acquiror Series A Preferred Stock (vand rounding any fractional share down to the nearest whole share), at an exercise price per share equal to the product of the shares of Acquiror Series A Preferred Stock subject to such Company Stock Option and the exercise price per share of such Company Stock Option, divided by the number of whole shares of Acquiror Common Stock deemed to be purchasable pursuant to such Company Stock Option rounded up to the nearest whole cent (each, an "Acquiror Option"). The date of grant of each substituted Acquiror Option for purposes of such terms and conditions shall be deemed to be the date on which the corresponding Company Stock Option was granted. As to each assumed Company Stock Option, at the Effective Time (a) all references to the Company in the stock option agreements with respect to the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) Options being assumed shall be deemed to refer to Parent. Notwithstanding Acquiror; (b) Acquiror shall assume all of the provisions of clauses (iii) Company's obligations with respect to the related Company Stock Option; and (ivc) Acquiror shall issue to each holder of the first sentence of this Section 2.04(a), each a Company Stock Option which is an "incentive stock option" a document evidencing the foregoing assumption by Acquiror. Nothing in this Section 2.04 shall be adjusted as required by Section 424 affect the schedule of vesting with respect to the Code, and Company Stock Options in accordance with the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal terms of such Company Stock OptionOptions. It is the purpose and intention of the parties that, within subject to applicable Law, the meaning assumption of such Company Stock Options or the substitution of Acquiror Options for the Company Stock Options shall meet the requirements of Section 424(h424(a) of the CodeCode and that each assumed Company Stock Option or the substituted Acquiror Option shall qualify immediately after the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent that the related Company Stock Option so qualified immediately before the Effective Time and the foregoing provisions of this Section 2.04 shall be interpreted to further such purpose and intention. The Company represents and warrants that the assumption of the Company Stock Options or substitution of Acquiror Options therefor, as contemplated by this Section 2.04, may be effected pursuant to the terms of the Company Stock Options and the Company Stock Plans without the consent of any holder of a Company Stock Option and without liability to any such holder.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "Company Option that is then outstanding, whether under the Company’s 1996 Stock Option" and collectivelyOption Plan, the "Company New York Restaurant Group, Inc. 1997 Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the "Company Stock “Option Plans")”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be converted into canceled and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount of cash equal to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee product of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iiia) the aggregate number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such any unexercised Company Stock Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio, (ivb) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of Company Common Stock which is subject to such Company Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with an exercise price under each such Company Stock Option per share that is equal to or greater than the Per Share Merger Consideration shall be adjusted by dividing terminated, without any consideration therefor. The Company agrees that the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to Board of the Company (or its predecessorsor, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be deemed required to refer to Parent. Notwithstanding effect the provisions of clauses (iii) and (iv) transactions described in this Section 1.6 as of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent --------------------- shall assume all options to purchase Common Stock issued by the Company pursuant to the Stock Plans (as defined in Section 3.04(b)) whether vested or unvested and whether exercisable or unexercisable (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the ). The -------------- Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights repurchase right with respect to any unvested shares acquired by the exercise of Company Options shall be assigned to Parent Common Stock, by virtue of the Merger and without any further action on the Parent shall assume part of the Company's obligations with respect to each Company Stock Option and or the related Company Stock Option Plan, in accordance with its terms, except that from and holder of such unvested shares. Immediately after the Effective Time, (i) Parent and its compensation committee each Company Option outstanding immediately prior to the Effective Time shall be substituted for deemed to constitute an option to acquire, on the Company same terms and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, conditions as were applicable under which such Company Stock Option was granted or otherwise governedat the Effective Time, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the such number of shares of Parent Common Stock that is equal to the number of shares of Company Common Stock subject to the unexercised portion of such Company Option multiplied by the Common Exchange Ratio (rounded down to the nearest whole number). The per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the number exercise price per share of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied divided by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Common Exchange Ratio and rounding (rounded up to the nearest whole cent). The term, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a)vesting schedule, each Company Stock Option which is status as an "incentive stock option" shall be adjusted as required by under Section 424 422 of the Code, if applicable, and all of the regulations promulgated thereunderother terms of the Company Options shall otherwise remain unchanged. 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. Within 20 business days after the Effective Time, so as not Parent will issue to constitute each person who, immediately prior to the Effective Time was a modificationholder of a Company Option, extension or renewal a document evidencing the foregoing assumption of such option by Parent. Within 30 business days after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) that will register the shares of Parent Common Stock subject to assumed Company Stock Option, within Options to the meaning extent permitted by Federal securities laws and shall use its commercially reasonable efforts to maintain the effectiveness of Section 424(h) such registration statement or registration statements (and maintain the current status of the Codeprospectus or prospectuses contained therein) for so long as such options remain outstanding.

Company Stock Options. Prior to the Effective Time, the Company shall notify each holder of outstanding options to purchase shares of Class A Common Stock (each a “Company Stock Option”) under the Company’s 1997 Stock Option Plan (the “Company Plan”), in writing, of the transactions contemplated hereby (the “Option Holder Notice”). Such Option Holder Notice shall (a) At advise the holders of the Company Stock Options that outstanding Company Stock Options that are unexercisable or otherwise unvested Company Stock Options are deemed vested and exercisable immediately prior to the Effective Time and may be exercised at that time, (b) disclose that, if not exercised, Company Stock Options will terminate at the Effective Time and (c) disclose that if any Company Stock Options are not exercised prior to the Effective Time and terminate as contemplated in clause (b), the holders of such Company Stock Options will be entitled to receive the Option Consideration (as defined below) in respect of such Company Stock Options. As of the Effective Time, each outstanding stock option (Company Stock Option shall be terminated by virtue of the Merger and each holder of a "Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option" , a special payment per Company Stock Option (without interest and collectivelysubject to the deduction and withholding of such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law) in cash equal to the Merger Consideration that would be payable in respect of the Class A Common Stock underlying such Company Stock Option less the applicable exercise price for such Company Stock Option (the “Option Consideration”). At Closing, Parent shall deposit with an option trustee mutually acceptable to Parent and the Company (the “Option Trustee”), the "aggregate Option Consideration to which all holders of Company Stock Options"Options shall become entitled pursuant to this Section 2.01(d) granted pursuant to a trust agreement to be entered into between the Company, Parent and the Option Trustee, providing for the distribution of the Option Consideration to the holders of the Company Stock Options as set forth below. Payment of the Option Consideration to each of the holders of Company Stock Options entitled thereto shall be made by the Option Trustee, subject to the terms and conditions of this Agreement and subject to delivery to the Company's stock option plans Option Trustee and arrangements the Surviving Corporation of such holder’s Company Stock Options for cancellation (collectivelytogether with such transmittal documentation as the Option Trustee and the Surviving Corporation may reasonably request), on the "date that is ninety (90) days after the Closing Date. Any amounts withheld and paid over to the appropriate taxing authority by the Surviving Corporation or the Option Trustee will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option Plans"), whether or not exercisable, in respect of whom such deduction and withholding was made. The Company shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors take all actions required (including, if applicablenecessary, obtaining the entire Company Board) administering the written consent of each holder of Company Stock Option Plan, if any, Options) under each Company Plan under which such Company Stock Option was Options were granted or otherwise governed, (ii) each to cause such Company Plan and all Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject Options granted thereunder to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to terminate at the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeTime.

Company Stock Options. (a) At the Effective Time, each outstanding stock Each option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of under the Company's stock option plans Amended and arrangements Restated Stock Option Plan (collectivelythe "Old Plan"), the Amended and Restated 1994 Stock Option Plan (the "1994 Plan") and the Amended and Restated Directors' Nonqualified Stock Option Plan (the "Directors' Plan" and, together with the Old Plan and the 1994 Plan, the "Company Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and is held by a person who is a director or an employee at the Company immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, shall be converted into and become rights with respect to Parent Common Stockshall, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after at the Effective Time, be assumed by Parent, subject to its terms (i) Parent and its compensation committee shall be substituted for the Company and the committee including acceleration of vesting that will occur as a consequence of the Company's Board of Directors (including, if applicable, the entire Company Board) administering Merger according to the Company Stock Option PlanPlans and the instruments governing the Company Options) and the provisions of this Section 2.3 (the "Assumed Options"). The Assumed Options shall not terminate in connection with the Merger and shall continue to have, if anyand be subject to, under which such the same terms and conditions as set forth in the Company Stock Option was granted Plans and agreements (as in effect immediately prior to the Effective Time) pursuant to which the Assumed Options were granted, except that (i) all references to the Company shall be deemed to be references to Parent (other than references to an Assumed Option holder's relationship with the Company, as a director, an employee or otherwise governedotherwise, (iiwhich shall be deemed to be references to the Surviving Corporation) each and all references to shares of Company Common Stock Option assumed by Parent may shall be exercised solely for deemed to be references to shares of Parent Common Stock, (iiiii) each Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock that were issuable upon exercise of the subject to such Company Stock Assumed Option immediately prior to the Effective Time multiplied by the Exchange Conversion Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded down to the nearest whole centnumber of shares of Parent Common Stock, and (viii) all references the exercise price per share of Parent Common Stock under such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which the subject Assumed Option was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest cent. Parent shall (A) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Assumed Options pursuant to this Section 2.3, (B) promptly after the Effective Time issue to each holder of an Assumed Option a document evidencing the assumption by Parent of the Company's obligations with respect thereto under this Section 2.3 and (C) as soon as reasonably practicable after the Effective Time, but in no event later than ten (10) business days after the Effective Time, cause to be filed a registration statement or registration statements or amend an existing registration statement or registration statements on appropriate forms under the Securities Act relating to the Company Stock Option Plans then in effect and covering the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions shares of clauses (iii) and (iv) Parent Common Stock issuable upon exercise of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" Assumed Options. Parent shall be adjusted as required by Section 424 of use its commercially reasonable efforts to maintain the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal effectiveness of such registration statement or registration statements for so long as any Assumed Options remain outstanding. All Company Stock Option, within Options which are not Assumed Options shall terminate upon the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "option, warrant or similar security, whether vested or unvested, to acquire any Company Stock Option" and collectivelyCommon Stock, the "Company Stock Options") granted whether issued pursuant to the terms and conditions of Company's 1991 Stock Option Plan or the Company's stock option plans and arrangements 1993 Stock Option Plan (collectively, the "Company Plans") or otherwise (individually, a "Company Stock Option PlansOption," and, collectively, "Company Stock Options"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stockcancelled and, and the in lieu thereof, Parent shall assume the Company's obligations with respect issue to each holder of a Company Stock Option an option (each, a "Parent Replacement Option") to acquire, on substantially the same terms and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, conditions as were applicable under which such Company Stock Option was granted or otherwise governedOption, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to that a person holding the number of shares of Company Common Stock into which such Company Stock Option shall be was exercisable would have been entitled to receive pursuant to the Merger (without taking into account whether such option was in fact exercisable at such time and without adjusting the allocation of the Merger Consideration among the Company Shares to give effect to any deemed exercise of the Company Stock Options), at a price per share equal to (i) the number of whole aggregate exercise price for the shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied divided by the Exchange Ratio, (ivii) the per share exercise price under each number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option as described above; provided, however, that (A) the number of Parent Replacement Options, and the number of shares of Parent Common Stock that may be purchased upon the exercise of such Parent Replacement Options, shall be adjusted by dividing subject to the per indemnification provisions of Section 1.12 and (B) the number of shares of Parent Common Stock that may be purchased upon exercise of such Parent Replacement Option shall not include any fractional share and, upon exercise price under each such Company Stock Option by of the Exchange Ratio and rounding Parent Replacement Option, any fractional share shall be rounded up to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parentshare. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an The term "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, Parent shall cause each Company Option that is outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant unexercised immediately prior to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")Effective Time, whether or not exercisablevested, shall be converted into and to become rights with respect an option to Parent Common Stockpurchase the Parent’s Stock by assuming such Company Option in accordance with, and to the Parent shall assume extent permitted by, the Company's obligations with respect to each terms (as in effect as of the date of this Agreement) of the stock incentive plans under which such Company Stock Option was issued and the related terms of the stock option agreement by which such Company Stock Option Plan, in accordance with its terms, except that from is evidenced. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by the Parent may be exercised solely for shares of Parent Common the Parent’s Stock, (iiiii) the number of shares of Parent Common the Parent’s Stock subject to such each Company Stock Option assumed by the Parent shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iviii) the per share exercise price under each such Company Stock Option assumed by the Parent shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding up to the nearest whole cent, and (viv) all references any restriction on the exercise of any Company Option assumed by the Parent shall continue in full force and effect and the term, exercisability and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that consistent with the express terms (as in effect on the date of this Agreement) of the stock incentive plans under which such Company Option was issued, because the transactions contemplated by this Agreement will occur within three (3) years of the date of such plan, no change in the Company Option will be triggered by such transactions; further provided, that each Company Option assumed by the Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. The Parent shall file with the SEC, as soon as reasonably practicable and no later than ninety (90) days after the Effective Time, a registration statement on Form S-8 relating to the shares of the Parent’s Stock Option Plans and the stock option certificates and agreements issuable with respect to the Company (or its predecessors) shall be deemed to refer to ParentOptions assumed by the Parent in accordance with this Section 2.5(a). Notwithstanding anything to the provisions of clauses (iii) and (iv) of the first sentence of contrary contained in this Section 2.04(a2.5, in lieu of assuming an outstanding Company Option in accordance with this Section 2.5(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the CodeParent may, and the regulations promulgated thereunderat its election, so as not to constitute a modification, extension or renewal of cause such Company Stock Option, within the meaning of Section 424(h) of the CodeOption to be replaced by issuing a reasonably equivalent replacement stock option in substitution therefor.

Company Stock Options. (a) At As of immediately prior to, but conditioned upon, the consummation of the Merger, each option to purchase shares of Company Common Stock granted under the Company Stock Plan that is then-outstanding and unvested shall vest and become fully exercisable, whether or not then subject to any performance condition or other restriction. Subject to Section 3.3, at the Effective Time, each option to purchase shares of Company Common Stock granted under the Company Stock Plan that is outstanding stock option immediately prior to the Effective Time (the “Company Stock Options”), after giving effect to any vesting acceleration in connection with the Merger, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled. In exchange for the cancellation of each a "Company Stock Option" and collectively, subject to this Section 2.8(a), the "Surviving Entity shall issue to the holder of such Company Stock Options"Option, in respect of such Company Stock Option, the Merger Consideration (if any) granted that would otherwise be payable pursuant to the terms and conditions Section 2.6 in respect of the Company's stock option plans and arrangements (collectively, the "such Company Stock Option Plans"(assuming such Company Stock Option was exercised on a net exercise basis in accordance with the Company Stock Plan immediately prior to the Effective Time in exchange for Company Common Stock), whether as and when such Merger Consideration (or not exercisable, shall portion thereof) would otherwise be converted into and become rights with respect payable to Parent holders of Company Common Stock, and the Parent shall assume the Company's obligations with . With respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after outstanding immediately prior to the Effective Time, (i) Parent and its compensation committee for purposes of this Agreement, the holder thereof shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which deemed to have exercised such Company Stock Option was granted or otherwise governedon a net exercise basis, (ii) each and undertaken irrevocably to convert the shares of Company Common Stock underlying such Company Stock Option assumed pursuant to Section 2.6 and, in connection with such net exercise of such Company Stock Option, agreed to relinquish that portion of the aggregate Merger Consideration deliverable pursuant to Section 2.6 equal to the aggregate per share exercise price of such Company Stock Option (such amount of the Merger Consideration to be referred to as the “Option Award Consideration”). The Option Award Consideration (if a positive amount), less applicable Tax withholdings, shall be paid or provided by Parent may be exercised solely for shares of Parent Common Stock, (iiiin accordance with Section 3.3. Any Tax withholdings pursuant to this Section 2.8(a) shall reduce the number of shares of Parent Common Stock subject deliverable pursuant to this Section 2.8(a), with such Company Stock Option shall be equal reduction based on the Parent Per Share Value. Unless otherwise used to pay withholding Taxes, notwithstanding anything to the number contrary contained in this Section 2.8(a), in lieu of whole shares the issuance of any fractional share of Parent Common Stock in respect of Option Award Consideration, Parent shall pay to any individual who otherwise would be entitled to receive such fractional share an amount in cash (rounded down to the nearest whole sharecent) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied determined by the Exchange Ratio, multiplying (ivx) the per Parent Per Share Value by (y) the fraction of a share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding (rounded down to the nearest whole cent, and (v) all references thousandth when expressed in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (ivdecimal form) of the first sentence of Parent Common Stock to which such individual would otherwise be entitled to receive pursuant to this Section 2.04(a2.8(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At The Company Board (or, if appropriate, any committee administering the Effective Time, Company Stock Plans) shall adopt such resolutions or take such other actions (if any) as may be required to provide that (i) each outstanding holder of a Company Stock Option (A) shall be given written notice in the form set forth in Section 6.04(a) of the Company Disclosure Letter and in accordance with the terms of the applicable Company Stock Plan and the applicable stock option agreement of the proposed Merger and the other Transactions (each a the "Option Notice") at least 20 days prior to the proposed effective date of January 27, 2003 (the "Proposed Effective Date"), (which date shall be specified in the Option Notice), provided such Option Notice shall not be given any earlier than 30 days prior to the Proposed Effective Date, and (B) shall (subject to any earlier termination of such Company Stock Option" and collectively, the "Company Stock Options") granted Option pursuant to the terms and conditions of the Company's applicable Company Stock Plan, the applicable stock option plans agreement, any Company action taken pursuant to this Section 6.04 or otherwise) be permitted during the period commencing on the date of the Option Notice and arrangements (collectively, ending immediately prior to the "Effective Time to exercise such Company Stock Option Plans")in full as to all the shares of Company Common Stock covered by such Company Stock Option, whether or not exercisable, shall be converted into then vested and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) outstanding immediately prior to the number of shares of Parent Common Stock subject to such Company Stock Option Effective Time shall be canceled effective immediately prior to the Effective Time with the holder thereof becoming entitled to receive an amount of cash (such amount, the "Option Consideration") equal to the number product of whole shares (rounded to A) the nearest whole shareexcess, if any, of (1) the Company Common Stock Price over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option immediately prior Option, multiplied by (B) the number of shares of Company Common Stock issuable pursuant to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal unexercised portion of such Company Stock Option. All amounts payable pursuant to this Section 6.04 shall be subject to any required withholding of Taxes or proof of eligibility of exemption therefrom and shall be paid (and Parent shall cause to be paid) at or as soon as practicable following the Effective Time, but in any event within five business days following the meaning of Section 424(h) of Effective Time, without interest. Neither Parent, Sub nor the CodeSurviving Corporation shall assume any Company Stock Option, or substitute any new stock option for any Company Stock Option prior to, at or after the Effective Time.

Company Stock Options. (a) At Except to the extent otherwise agreed by Merger Co and the holder thereof, immediately prior to the Effective Time, all options then outstanding to purchase shares of Company Common Stock (the “Company Stock Options”) granted under any plan, arrangement or agreement set forth in Section 3.03(a)(i) of the Company Disclosure Schedule (collectively, the “Company Stock Option Plans”) shall become fully vested and exercisable (whether or not then vested or subject to any performance condition that has not been satisfied). Except with respect to the Company Stock Options held by certain employees of the Company and identified to Merger Co prior to the Closing Date (the “Scheduled Options”), at the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, theretofore exercised shall be converted into the right to receive, upon the exercise thereof and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee payment of the Company's Board applicable exercise price, an amount in cash (without interest) equal to the per share Merger Consideration multiplied by each share of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to the Company Stock Options so exercised. Unless so exercised, each outstanding Company Stock Option so converted shall, immediately following such conversion, be cancelled and, in exchange therefor, each holder of any such cancelled Company Stock Option shall be entitled to receive, as promptly as practicable thereafter, an amount of cash (without interest) (the “Option Amount”) equal to the product of (x) the total number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, (iv) excess of the amount of the per share Merger Consideration over the exercise price per share of Company Common Stock under each such Company Stock Option shall (with the aggregate amount of such payment rounded to the nearest cent) less applicable Taxes, if any, required to be adjusted by dividing withheld with respect to such payment. After the per share exercise price under each Effective Time, any such cancelled Company Stock Option shall no longer be exercisable by the Exchange Ratio and rounding former holder thereof, but shall only entitle such holder to the nearest whole cent, and (v) all references payment described in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Codepreceding sentence.

Company Stock Options. (a) At Subject to the provisions of this Article II, at the Effective Time, each outstanding stock option (each a "Company Stock Option" , whether vested or unvested, shall be assumed by Parent and collectivelyconverted into an option to acquire, on the "Company Stock Options") granted pursuant to the same terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, as were applicable under which such Company Stock Option was granted or otherwise governedOption, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stockincluding vesting, (iii) the a number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to before the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Preliminary Exchange Ratio and rounding (rounded down to the nearest whole centshare), at the Adjusted Exercise Price for such assumed option (each, as so adjusted, a “Company Adjusted Option”). The exercise price of the Company Adjusted Option, the number of shares purchasable pursuant to such option and (v) all references the terms and conditions of exercise of such option shall be determined in order to comply with Section 409A of the Code; provided that in the case of any Company Stock Option Plans to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the exercise price of the option, the number of shares purchasable pursuant to such option and the stock terms and conditions of exercise of such option certificates and agreements to the Company (or its predecessors) shall be deemed determined in order to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by comply with Section 424 of the Code. Following the Effective Time, Parent will issue to each person who, immediately prior to the Effective Time, was a holder of a Company Stock Option a document evidencing the foregoing assumption of such option by Parent. It is the intention of the parties that each Company Stock 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 regulations promulgated thereunderextent such option qualified as an incentive stock option prior to the Effective Time. For purposes of this Agreement, so as not the “Adjusted Exercise Price” for any Company Adjusted Option shall mean the price per share of Parent Common Stock equal to constitute a modification, extension or renewal of the price per share under such Company Stock Option, within Option divided by the meaning of Section 424(h) of Preliminary Exchange Ratio (rounded up to the Codenearest cent).

Company Stock Options. (a) All options to purchase shares of Company Common Stock (the “Company Stock Options”) outstanding, whether or not exercisable and whether or not vested, at the Effective Time, issued under the Company’s 1991 Stock Option Plan, the Company’s 2004 Long-Term Incentive Plan and any other plan or agreement pursuant to which Company Stock Options have been issued, in each case as such may have been amended, supplemented or modified (collectively, the “Company Stock Option Plans”), shall remain outstanding following the Effective Time. At the Effective Time, each outstanding the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (i) is a corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or (each a "Company Stock Option" and collectively, ii) to the "extent that Section 424 of the Code does not apply to any such Company Stock Options") granted pursuant to the terms and conditions , would be such a corporation were Section 424 of the Company's stock option plans and arrangements (collectively, the "Code applicable to such Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may (each, a “Substitute Option”) shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (iiiA) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded downward to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio; and (B) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded upward to the nearest whole full cent, and (v) all references in the Company Stock ). Such Substitute Option Plans and the stock option certificates and agreements shall otherwise be subject to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) same terms and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted conditions as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option. For illustrative purposes only, within if, immediately prior to the meaning Effective Time, a holder owns 100 Company Stock Options, each of Section 424(hwhich represents the right to acquire one (1) share of Company Common Stock at an exercise price of $0.50 per share of Company Common Stock, at the CodeEffective Time such holder’s Company Stock Options shall be converted into eight (8) Substitute Options, each of which will represent the right to acquire one (1) share of Parent Common Stock at an exercise price of $5.75 per share of Parent Common Stock.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions Effective Time under the Company's 1992 Stock Option Plan or the Company's 1995 Stock Option Plan or under the prior plans of the Company's stock option plans and arrangements subsidiary SDL Queensgate Ltd. (collectively, the "Company Stock Option Plans"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which section 424(a) applies" within the meaning of section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the applicable stock option certificates and agreements to the Company (or its predecessors) issued thereunder shall be deemed to refer to Parent. Notwithstanding , which shall have assumed the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent (each, a "Substitute Option") shall be exercisable upon the same terms and conditions as under the Company Stock Option Plans, the applicable option agreement issued thereunder and any applicable agreement it is an "subject to, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Common Shares (rounded to the nearest whole share or, in the case of Company Stock Options intended to qualify as incentive stock option" shall be adjusted as required by options under Section 424 422 of the CodeCode ("ISOs"), and rounding down to the regulations promulgated thereunder, so as not nearest whole share) equal to constitute a modification, extension or renewal the number of Company Common Shares subject to such Company Stock OptionOption multiplied by the Exchange Ratio; and (B) the option price per Parent Common Share shall be an amount equal to the option price per Company Common Shares subject to such Company Stock Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (the option price per share, within as so determined, being rounded to the meaning nearest full cent or, in the case of Section 424(h) ISOs, rounded up to the nearest full cent). Such Substitute Option shall otherwise be subject to the same terms and conditions as such Company Stock Option as in effect as of the CodeEffective Time pursuant to the applicable Company Stock Option Plan.

Company Stock Options. (a) At (1) Immediately prior to the Effective Time, each all options to acquire Company Common Stock then outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option PlansCOMPANY STOCK OPTIONS"), whether or not exercisableexercisable and whether or not vested, under the Company Stock Option Plans shall be converted into vest; and become rights with respect to Parent Common Stock(2) at the Effective Time, and the Parent shall assume each of the Company's obligations with respect to each Company Stock Option Plans and the related Company Stock Options. Each Company Stock Option granted under the 1994 Plan, the 1996 Plan, the Acquisition Plan, the 2002 Plan and the Xxxxx Plan shall terminate 90 days after the Effective Time unless sooner terminated in accordance with its terms; provided, except however, that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option PlanOptions disclosed in Schedule 3.04(a) of the Company Disclosure Letter shall not terminate as of such 90th day but shall continue in effect for the period provided in the applicable stock option agreements, if anyemployment agreements and change in control agreements listed in such schedule. Subject to the proviso in the preceding sentence, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may under this Agreement will continue to have, and be exercised solely for shares subject to, the same terms and conditions of Parent Common Stocksuch option immediately prior to the Effective Time, except that (iiiA) the number of shares of Parent Common Stock subject to such each Company Stock Option shall will be equal to the exercisable (or will become exercisable in accordance with its terms) for that number of whole shares Parent Common Shares (rounded up to the nearest whole share) equal to (x) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (y) the Exchange Ratio; and (B) the per share exercise price for the Parent Common Shares issuable upon exercise of such assumed Company Stock Option will be equal to (x) the exercise price per share of such Company Stock Option in effect immediately prior to the Effective Time multiplied divided by the Exchange Ratio, (ivy) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding (the exercise price per share, as so determined, being rounded upward to the nearest whole full cent). At or before the Effective Time, and (v) all references in the Company shall cause to be effected any necessary amendments to the Company Stock Option Plans and the stock option certificates and agreements shall provide any necessary notices to give effect to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the foregoing provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a)3.04. Except to the extent accelerated vesting would adversely affect the qualification of a Company Stock Option as an incentive stock option as defined in Section 422 of the Code, it is the intention of the parties that each Company Stock Option which is assumed by Parent shall qualify following the Effective Time as an "incentive stock option" shall be adjusted as required by option to the extent permitted under Section 424 422 of the Code, Code and to the regulations promulgated thereunder, so extent such option qualified as not an incentive stock option prior to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. (aiii) At the Effective Time, each outstanding Parent shall issue Substitute Options in accordance with this Section 2.04 to all holders of options to purchase shares of Company Common Stock (the “Company Stock Options”) outstanding, whether or not exercisable and whether or not vested, due to acceleration of the Company Stock Options or otherwise, immediately prior to the Effective Time under the Meteor Industries, Inc. 1993 Employee Stock Option Plan, the Meteor Industries, Inc. 1997 Incentive Equity Plan, the Company 1998 Incentive Equity Plan, the Company 1999 Employee Stock Option Plan, the 2000 Director Stock Option Plan, the 2001 Employee Stock Option Plan, the 2003 Director Stock Option Plan and the 2007 Stock Incentive Plan and any other employee or director stock option plan or stock option agreement whether or not issued under a plan (each a "Company Stock Option" and collectively, the "“Company Stock Options"Option Plans”). Parent shall issue the Substitute Options under the terms of the new stock option plans to be adopted by Parent at the Parent Shareholders’ Meeting (the “New Stock Option Plans”) granted pursuant to replace each of the Company Stock Option Plans. The Company shall take all necessary action, including using its good faith efforts to obtain the consent of any holder of Company Stock Options to the extent obtaining such consent is necessary under the terms of the Company Stock Option Plan, to implement the terms and conditions of the Company's stock option plans New Stock Option Plans and arrangements (collectively, such terms and conditions shall be substantially similar in all material respects with the "terms and conditions of each of the Company Stock Option Plans"), whether or not exercisable, provided that the New Stock Option Plans shall be converted into differ from the terms and become rights with respect to Parent Common Stock, and conditions of the Parent shall assume the Company's obligations with respect to each Company Stock Option Plans to the extent necessary to comply with applicable Hong Kong and Bermuda Laws and the related Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKSE Listing Rules”). The Company shall use reasonable efforts to take all necessary action, including obtaining the consent of any holder of Company Stock Options, to implement the substitution of the Company Stock Options with Substitute Options pursuant to the terms of the New Stock Option Plan, Plans and in accordance with its terms, except that from and after this Section 2.04. At the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (iia) each Company Stock Option assumed shall be substituted by Parent may with a Substitute Option in such manner that Parent (A) is a corporation “issuing a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder (whether or not Section 424 of the Code applies) or (B), to the extent that Section 424 of the Code does not apply to any such Company Stock Option, would be exercised solely such a corporation were Section 424 of the Code to apply to such Company Stock Option, and (b) each Substitute Option shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Stock Option for shares which the Substitute Option was substituted, (A) a number of Parent Common Stock, Ordinary Shares equal to the product (iiirounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such that were issuable upon exercise of the related Company Stock Option immediately prior to the Effective Time multiplied by (2) the Exchange Ratio, Ratio and (ivB) the per share exercise price under of each such Company Stock Substitute Option shall be adjusted equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price under of each such related Company Stock Option by (2) the Exchange Ratio and rounding (each, a “Substitute Option”); provided, however, that, upon exercise of a Substitute Option, the holder thereof shall receive a number of Parent ADSs (rather than Parent Ordinary Shares) equal to the number of Parent Ordinary Shares subject to the Substitute Option divided by 100 (rounded down to the nearest whole centParent ADS) and provided further that, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements notwithstanding anything to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of contrary in this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall the per share exercise price of the Substitute Options may be adjusted as required by Section 424 to comply with requirements of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the CodeHKSE Listing Rules.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "to acquire Company Stock Option" and collectively, the "Company Stock Options") Shares granted or deemed granted pursuant to the terms Company’s Employee Option Plan, Director Option Plan, or Omnibus Stock and conditions of the Company's stock option plans and arrangements Incentive Plan (collectively, the "“Company Stock Option Plans"”) that is then outstanding and unexercised (“Company Options”), whether or not exercisablevested, up to a maximum number of Company Options covering 222,579 Company Shares (less any Company Shares covered by options exercised on and after the date of this Agreement prior to the Effective Time), shall be converted into and become rights with respect to Parent Common the Buyer’s Stock, and the Parent Buyer shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option PlanOption, in accordance with its termsthe terms of the Company Option Plans and any applicable option or incentive agreements, except that from and after the Effective Time, : (i) Parent the Buyer and the Compensation Committee of its compensation committee board of directors shall be substituted for the Company and the committee Compensation Committee of the Company's Board its board of Directors directors (including, if Table of Contents applicable, the entire board of directors of the Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, Plans); (ii) each the Company Stock Option Options assumed by Parent the Buyer may be exercised solely for shares of Parent Common the Buyer’s Stock, ; (iii) the number of shares of Parent Common the Buyer’s Stock subject to such converted Company Stock Option Options shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock Shares subject to such Company Stock Option Options immediately prior to the Effective Time multiplied by the Exchange RatioPer Share Stock Consideration, rounded to the next highest share; (iv) the per per-share exercise price under each such converted Company Stock Option shall be adjusted by dividing the per share exercise price under each such of the Company Stock Option immediately prior to the Effective Time by the Exchange Ratio and rounding Per Share Stock Consideration, rounded down to the nearest whole cent, and (v) all references in such assumed Company Options shall become vested and exercisable upon completion of the Holding Company Merger, and (vi) all directors of the Company Stock Option Plans and who do not serve or subsequently cease to serve on the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions board of clauses (iii) and (iv) directors of the first sentence of this Section 2.04(a)Buyer or the Buyer Bank or the Buyer’s Mecklenburg Local Advisory Board shall have up to one year after the Effective Time or after subsequently ceasing service on any such board, each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Codecase may be, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Codeexercise their options before their expiration.

Company Stock Options. (a) At Not later than the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, Option that is outstanding immediately prior to the "Company Stock Options") granted Effective Time pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, other than any "stock purchase plan" within the meaning of Section 423 of the Code) in effect on the date hereof (the "Company Stock Option Plans"), whether or not exercisable, ) shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may and become and represent an option to purchase the number of Units (a "Substitute Option") (rounded to the nearest full share, or if there shall not be exercised solely for shares of Parent Common Stocka nearest share, the next greater full share) determined by multiplying (iiii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock (the "Underlying Shares") subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an exercise price per Unit (ivrounded up to the nearest tenth of a cent) equal to the difference (the "Difference") between (A) the exercise price per share exercise price under each such of Company Common Stock Option shall be adjusted by dividing immediately prior to the per share exercise price under each such Company Stock Option Effective Time divided by the Exchange Ratio and rounding (B) the cash amount of the per share merger consideration payable pursuant to Section 1.5(c) divided by the Exchange Ratio. Each Substitute Option shall be vested only to the nearest whole cent, and (v) all references in extent that the predecessor Company Stock Option Plans and was, pursuant to its terms, vested at the stock option certificates and agreements to Effective Time. To the Company (or its predecessors) extent the Difference would be a negative number, the Difference shall be deemed to refer be zero and Parent shall promptly after the Effective Time pay to Parent. Notwithstanding the provisions holder of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each such vested Company Stock Option which is an "incentive stock amount of cash equal to the absolute value of the Difference times the number of Underlying Shares subject to such option" . Parent shall pay cash to holders of Company Stock Options in lieu of issuing fractional Units upon the exercise of Substitute Options. After the Effective Time, each Substitute Option shall be adjusted as required by Section 424 exercisable in full until the earlier of the Code, and expiration date of the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such related Company Stock OptionOption or the date such related Company Stock Option would have become unexercisable due to the optionee's termination of employment and, within except as otherwise provided in this Section 5.8, shall be subject to the meaning same terms and conditions as were applicable under the related Company Stock Option immediately prior to the Effective Time. The Company agrees to use its best efforts to obtain any necessary consents of holders of Company Stock Options and take such other actions as may be necessary to effect this Section 424(h) of the Code5.8.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements then outstanding Company Options (collectively, the "Company Stock Option Plans"), whether or not exercisable, as defined below) shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely and converted into nonqualified options under Parent's 1998 Stock Plan to purchase that number of shares of Parent Common Stock (a "PARENT OPTION") obtained by multiplying each share of Company Common Stock in the relevant Company Option by the Exchange Ratio. If the foregoing calculation results in a Parent Option being exercisable for shares a fraction of a share of Parent Common Stock, (iii) then the number of shares of Parent Common Stock subject to such Company Stock option shall be rounded down to the nearest whole number of shares. The exercise price of each Parent Option shall be equal to the number exercise price of whole shares (rounded to the nearest whole share) of Company Common Stock subject to Option from which such Company Stock Parent Option immediately prior to the Effective Time multiplied was converted divided by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded up to the nearest whole cent. The Parent Options shall be fully vested, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements except to the extent that any Company (or its predecessors) shall be deemed Options held by the Executives are subject to refer vesting following the Closing. As a condition to Parent. Notwithstanding the provisions receipt of clauses (iii) and (iv) of the first sentence of this Section 2.04(a)by accepting any such Parent Options, each holder of a Company Option shall forfeit all rights, preferences and privileges associated with its Company Options, including (without limitation) any notice provisions relating to the Merger. The terms and conditions of Company Options will be as set forth in Parent's 1998 Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the CodePlan, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.provided that the

Company Stock Options. (a) At the Effective Time, each outstanding stock option to purchase Company Common Shares (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of under the Company's stock option plans and arrangements 1999 Stock Option Plan, as amended (collectively, the "Company Stock Option PlansPlan"), whether shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from assumed by Parent. From and after the Effective Time, (i) Parent all references to the Company in the Company Stock Option Plan and its compensation committee the applicable stock option agreements issued thereunder shall be substituted for deemed to refer to Parent, which shall have assumed the Company and Stock Options under the committee Company Stock Option Plan as of the Company's Board Effective Time by virtue of Directors (including, if applicable, this Agreement and without any further action on the entire Company Board) administering part of Parent. To the extent that they replace options which qualify as "incentive stock options" to the maximum extent permitted by law under the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may (each, a "Substitute Stock Option") will be exercised solely for shares of intended to qualify as "incentive stock options" under the Code (although Parent Common Stockmakes no representation and warranty whatsoever that such options will so qualify). The Substitute Stock Options shall be exercisable upon the same terms and conditions (including vesting provisions) as under the Company Stock Option Plan and the applicable option agreement issued thereunder, except that (iiiA) each such Substitute Stock Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the number of Company Common Shares subject to such Company Stock Option multiplied by the Exchange Ratio, and (B) the option price per share of Parent Common Stock shall be an amount equal to the number of whole shares (rounded to the nearest whole share) option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded up to the nearest whole full cent). As soon as practicable after the Effective Time and in no event later than 30 days after the Effective Time, Parent shall deliver to each holder of an outstanding Substitute Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and (v) all references such Substitute Stock Option shall continue in effect on the same terms and conditions as applicable to the corresponding Company Stock Option subject to the adjustments required by this Section 2.07 after giving effect to the Merger). Parent shall reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of Options assumed in accordance with this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code2.07.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "and unexercised Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether vested or not exercisable, shall be converted into and become rights with respect unvested immediately prior to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent shall, without any further action on the part of any holder of a Company Stock Option, be assumed by Parent. Each such outstanding Company Stock Option shall become immediately vested and its compensation committee shall be substituted exercisable in connection with the Merger in accordance with the existing terms thereof. Except for the Company and the committee acceleration of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option PlanOptions in accordance with the terms of the Company Stock Plan and applicable Award Agreements prior to or at the Effective Time, if any, under which each such Company Stock Option was granted or otherwise governedso assumed by Parent hereunder (an "Adjusted Option") shall continue to have, (ii) each and be subject to, substantially the same terms and conditions as were applicable to the corresponding Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stockunder the Company Stock Plan and applicable Award Agreements immediately before the Effective Time, except that, (iiix) the each Adjusted Option will be exercisable for that number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded down to the nearest whole share) equal to the product of the number of shares of Company Common Stock subject to such which the corresponding Company Stock Option related immediately prior to the Effective Time multiplied by the Equity Award Exchange Ratio, and (ivy) the per share exercise price under each for the shares of Parent Common Stock issuable upon exercise of such Company Stock Adjusted Option shall will be adjusted equal to the quotient determined by dividing the per share exercise price under each such of the Company Stock Option by the Equity Award Exchange Ratio and rounding (rounded up to the nearest whole cent, and (v) all references in ). The date of grant of each Adjusted Option will be the date on which the corresponding Company Stock Option Plans and was granted. Notwithstanding the stock option certificates and agreements to foregoing, the Company (or its predecessorsadjustment described in this Section 5.4(b) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) made in a manner consistent with Section 409A of the first sentence of this Section 2.04(a)Code and, with respect to each Company Stock Option which that is an "incentive stock option" shall be adjusted as required by option (within the meaning of Section 424 422(b) of the Code), and the regulations promulgated thereunder, so as not to constitute no adjustment will be made that would be a modification, extension or renewal of such Company Stock Option, modification (within the meaning of Section 424(h) of the Code) to such Company Stock Option.

Company Stock Options. Parent shall not assume any Company Stock Options in connection with the consummation of the transactions contemplated hereby. Prior to the Effective Time, the Company shall cause: (ai) each outstanding Company Stock Option held by an individual who commenced employment with the Company on or prior to September 1, 2015 to become one hundred percent (100%) vested and exercisable as of the Effective Time; (ii) the portion of each outstanding Company Stock Option held by an individual who commenced employment with the Company after September 1, 2015 the vesting of which is based at least partially on the cumulative return of invested capital to the holders of Series A Preferred Stock of the Company to become one hundred percent (100%) vested and exercisable as of the Effective Time; and (iii) the portion of each outstanding Company Stock Option held by an individual who commenced employment with the Company after September 1, 2015 the vesting of which is based solely the continued employment of the option holder to become seventy-five percent (75%) vested and exercisable as of the Effective Time. At the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into which is vested and become rights with respect exercisable immediately prior to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, taking into account the preceding sentence (each a “Vested Company Stock Option”), shall be cancelled and converted automatically into the right to receive, subject to SECTION 2.8, (i) Parent and its compensation committee shall be substituted for a single lump sum cash payment (without any interest thereon) (each, a “Closing Option Payment”), payable through the Company and Surviving Corporation’s payroll from either the committee funds of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted Surviving Corporation or otherwise governed, (ii) each Company Stock Option assumed funds provided by Parent may be exercised solely for shares such purposes, on or prior to the next regularly scheduled payroll date of Parent Common Stockthe Surviving Corporation that occurs after the Closing, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be in an amount equal to the product of (A) the total number of whole shares (rounded Shares subject to the nearest whole share) of Company Common Stock subject to such Vested Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (ivB) the per share excess, if any, of the Per Share Closing Merger Consideration over the exercise price per Share under such Vested Company Stock Option and (ii) a cash payment or payments (without any interest thereon), which shall be paid through the Surviving Corporation’s payroll, equal to the product of (x) the total number of Shares subject to the Vested Company Stock Option immediately prior to the Effective Time multiplied by (y) the Additional Per Share Merger Consideration. All Company Stock Options that are not vested and exercisable as of the Effective Time (after giving effect to the acceleration contemplated by this SECTION 2.4(a)) shall be cancelled without payment of consideration therefor. Notwithstanding anything in this Agreement to the contrary: (i) each such Company Stock Option shall be adjusted by dividing cancelled at the per share exercise price under Effective Time, regardless of whether a Closing Option Payment is paid; and (ii) the right of each such holder of a Vested Company Stock Option to receive the consideration contemplated by the Exchange Ratio this SECTION 2.4(a) shall be conditioned on such option holder’s execution and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements delivery to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding of an Option Cancellation Letter in the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted form attached hereto as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.Exhibit B.

Company Stock Options. (a) At Company and Purchaser shall take all action reasonably necessary so that, immediately prior to the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") heretofore granted pursuant to or granted after the terms and conditions of date hereof in compliance with the Company's provisions hereof under any stock option plans and arrangements or similar plan of Company (collectively, the "Company Stock Option Plans"), whether or not exercisable, ) and outstanding immediately prior to the Effective Time shall become vested and exercisable as of the Effective Time and shall be converted into and become rights with respect an option to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee purchase a number of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Purchaser Common Stock, Stock (iiia "Converted Option") equal to the product of the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio (provided that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share). The terms and conditions of the Converted Option shall otherwise remain the same as the terms and conditions of the Company Stock Option, (iv) except that the exercise price per share of each Converted Option shall equal the exercise price under each per share of such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (provided that such exercise price shall be rounded up to the nearest whole cent). Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of the Converted Options. Purchaser shall use its reasonable best efforts to cause the registration of the shares of Purchaser Common Stock subject to the Converted Options to become effective as part of the Form S-4 or a registration statement on Form S-8, on the same date as the Form S-4 is declared effective; and, thereafter, Purchaser shall file one or more registration statements on appropriate forms with respect to shares of Purchaser Common Stock subject to the Converted Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Company and Purchaser shall take all such steps as may be required to cause the transactions contemplated by this Section 1.11 and any other dispositions of Company equity securities (vincluding derivative securities) all references or acquisitions of Purchaser equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Company or (ii) at the Effective Time will become a director or officer of Purchaser to become exempt under Rule 16b-3 promulgated under the Exchange Act. As soon as practicable after the Effective Time, Purchaser shall deliver or cause to be delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to the Company Stock Option Plans and the stock option certificates Plan and agreements evidencing the grants of such Converted Options, after giving effect to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Codetransactions hereunder.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "and unexercised Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether vested or not exercisable, shall be converted into and become rights with respect unvested immediately prior to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent shall, without any further action on the part of any holder of a Company Stock Option, be assumed by Parent. Each such outstanding Company Stock Option shall become immediately vested and its compensation committee shall be substituted exercisable in connection with the Merger in accordance with the existing terms thereof. Except for the Company and the committee acceleration of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option PlanOptions in accordance with the terms of the Company Stock Plan and applicable Award Agreements prior to or at the Effective Time, if any, under which each such Company Stock Option was granted or otherwise governedso assumed by Parent hereunder (an “Adjusted Option”) shall continue to have, (ii) each and be subject to, substantially the same terms and conditions as were applicable to the corresponding Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stockunder the Company Stock Plan and applicable Award Agreements immediately before the Effective Time, except that, (iiix) the each Adjusted Option will be exercisable for that number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded down to the nearest whole share) equal to the product of the number of shares of Company Common Stock subject to such which the corresponding Company Stock Option related immediately prior to the Effective Time multiplied by the Equity Award Exchange Ratio, and (ivy) the per share exercise price under each for the shares of Parent Common Stock issuable upon exercise of such Company Stock Adjusted Option shall will be adjusted equal to the quotient determined by dividing the per share exercise price under each such of the Company Stock Option by the Equity Award Exchange Ratio and rounding (rounded up to the nearest whole cent, and (v) all references in ). The date of grant of each Adjusted Option will be the date on which the corresponding Company Stock Option Plans and was granted. Notwithstanding the stock option certificates and agreements to foregoing, the Company (or its predecessorsadjustment described in this Section 5.4(b) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) made in a manner consistent with Section 409A of the first sentence of this Section 2.04(a)Code and, with respect to each Company Stock Option which that is an "incentive stock option" shall be adjusted as required by option (within the meaning of Section 424 422(b) of the Code), and the regulations promulgated thereunder, so as not to constitute no adjustment will be made that would be a modification, extension or renewal of such Company Stock Option, modification (within the meaning of Section 424(h) of the Code) to such Company Stock Option.

Company Stock Options. (a) At the Effective Time, each option to purchase Shares (each, a "Company Option") outstanding under any stock option or compensation plan or arrangement of the Company, whether or not vested or exercisable, shall be assumed by Parent and shall be deemed to be adjusted to provide that it shall constitute an option (each a "Company Stock Parent Option" and collectively, the "Company Stock Options") granted pursuant to acquire, on the same terms and conditions of the Company's stock option plans as were applicable under such Company Option, including term, vesting, exercisability, and arrangements (collectivelytermination provisions, the "same number of Parent Shares as the holder of such Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect would have been entitled to Parent Common Stock, and the Parent shall assume the Company's obligations with respect receive pursuant to each Section 1.6(a) of this Agreement had such holder exercised such Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after full immediately prior to the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares Time (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Rationumber), (iv) the at a price per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding (rounded to the nearest whole cent) equal to (x) the aggregate exercise price for Shares otherwise purchasable pursuant to such Company Option divided by (y) the number of full Parent Shares deemed purchasable pursuant to such Company Option in accordance with the foregoing adjustment of exercise price. Notwithstanding the above, each optionee shall have the right to exercise a Parent Option during the three-month period following separation from service with Parent for any reason. Any Company Options granted in 1999 shall be vested and immediately exercisable at the time of their assumption and conversion by Parent, and (v) all references otherwise shall be subject to the terms and conditions noted in Schedule 2.2(a). Other than as explicitly set forth in this Section 1.7, the Company Stock Option Plans and Options shall not be affected by the stock option certificates and agreements execution of this Agreement, the Merger or the other transactions contemplated hereby. Notwithstanding the foregoing, it shall be a condition to the issuance of any shares pursuant to the Company (Options that the holder execute a letter in the form of Exhibit B hereto. The Company has taken all action necessary to give effect to the transactions contemplated by this Section 1.7 and to ensure that no holder of an option, warrant, right or its predecessors) shall be deemed convertible security issued by the Company has any rights to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) acquire any securities of the first sentence Surviving Corporation or any affiliate thereof, other than as explicitly set forth herein. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted Parent Shares for delivery upon exercise of Parent options as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Codeset forth above.

Company Stock Options. (a) At the Effective Time, each outstanding stock --------------------- option to purchase shares of Company Common Stock (each each, a "Company Stock ------------- Option" ") under any Company Stock Plan, whether or not vested, shall be assumed ------ by Parent by virtue of the Merger and collectivelywithout any action on the part of Parent, the "Company or any holders of Company Stock Options") granted pursuant , and, to the extent required under any Company Stock Plan, Parent shall issue assumption agreements to all holders of Company Stock Options within thirty (30) calendar days following the Effective Time. Each Company Stock Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Company's stock option plans and arrangements Effective Time (collectivelyincluding, without limitation, any repurchase rights or vesting provisions, but after giving effect to the "Company Stock Option Plans"amendments entered into pursuant to Section 6.3(b) hereof), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to ------------- except that (i) each Company Stock Option and the related Company Stock Option Plan, shall be exercisable (or will become exercisable in accordance with its terms, except ) for that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee number of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for whole shares of Parent Common Stock, Stock equal to the product obtained by multiplying (iiix) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to that were issuable upon the exercise in full of such Company Stock Option immediately prior to the Effective Time multiplied Time, by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ivii) the per share exercise price under for the shares of Parent Common Stock issuable upon the exercise of each such assumed Company Stock Option shall be adjusted equal to the quotient obtained by dividing (x) the exercise price per share exercise price under each of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time, by (y) the Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms Effective Time under the Company's 1986 Stock Option and conditions Restricted Stock Plan for Executive and Key Employees of the Company's stock option plans , 1992 Stock Option and arrangements Restricted Stock Plan, 1995 Stock Option and Restricted Stock Plan, 1988 Stock Option Plan for Non-Employee Directors and Non- Qualified Stock Option Plan, 1992 Non-Qualified Stock Option Plan, Lasertron, Inc. 1982 Incentive Stock Option Plan, and Lasertron, Inc. 1992 Stock Option Plan (collectively, the "Company Stock Option Plans"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which section 424(a) applies" within the meaning of section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the applicable stock option certificates and agreements to the Company (or its predecessors) issued thereunder shall be deemed to refer to Parent. Notwithstanding , which shall have assumed the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent (each, a "Substitute Option") shall be exercisable upon the same terms and conditions as under the Company Stock Option Plans, the applicable option agreement issued thereunder and any applicable agreement it is an "subject to, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Common Shares (rounded to the nearest whole share or, in the case of Company Stock Options intended to qualify as incentive stock option" shall be adjusted as required by options under Section 424 422 of the CodeCode ("ISOs"), and rounding down to the regulations promulgated thereunder, so as not nearest whole share) equal to constitute a modification, extension or renewal the number of Company Common Shares subject to such Company Stock OptionOption multiplied by the Exchange Ratio; and (B) the option price per Parent Common Share shall be an amount equal to the option price per Company Common Shares subject to such Company Stock Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (the option price per share, within as so determined, being rounded to the meaning nearest full cent or, in the case of Section 424(h) ISOs, rounded down to the nearest full cent). Such Substitute Option shall otherwise be subject to the same terms and conditions as such Company Stock Option as in effect as of the CodeEffective Time pursuant to the applicable Company Stock Option Plan.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "option, warrant or similar security, whether vested or unvested, entitling the holder thereof to acquire any Company Stock Option" and collectivelyCommon Stock, the "Company Stock Options") granted whether issued pursuant to the terms and conditions of Company's 1991 Stock Option Plan or the Company's stock option plans and arrangements 1993 Stock Option Plan (collectively, the "Company Plans") or otherwise (individually, a "Company Stock Option," and, collectively, "Company Stock Options"), shall be assumed by Parent and converted into an option (each, a "Parent Replacement Option") to acquire, on substantially the same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Stock Option Plans")would have been entitled to receive pursuant to this Agreement had such holder exercised such option in full immediately prior to the Effective Time (assuming, for the purpose of such calculation only, that all outstanding and unexercised Preferred Options and Company Stock Options, whether or not then exercisable, shall be converted into were exercised in full immediately prior to the Effective Time and become rights with respect to Parent Common Stockthat, for the purpose of such calculation only, the Merger Consideration will equal the sum of the Base Consideration and the Parent shall assume the Company's obligations with respect Additional Consideration), at a price per share equal to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted the aggregate exercise price for the shares of Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Common Stock subject to such Company Stock Option PlanOption, if any, under which divided by (ii) the number of full shares of Parent ---------- Common Stock deemed purchasable pursuant to such Company Stock Option was granted or otherwise governedas described above; provided, however, that (iiA) each Company Stock Option assumed by the number of Parent may be exercised solely for Replacement Options, and the number of shares of Parent Common StockStock that may be purchased upon the exercise of such Parent Replacement Options, shall be subject to the indemnification provisions of Section 1.12, (iiiB) the number of shares of Parent Common Stock subject to that may be purchased upon exercise of such Company Stock Option Parent Replacement Options shall not include any fractional share and, upon exercise of the Parent Replacement Options, any fractional share shall be equal to the number of whole shares (rounded down to the nearest whole share, and (C) in the case of Company Common Stock subject to such any Company Stock Option to which Section 421 of the Code (as defined below) applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of such option shall be determined in order to comply with Section 424(a) of the Code. At the Effective Time, each outstanding option, warrant or similar security, whether vested or unvested, entitling the holders thereof to acquire any shares of Company Preferred Stock (individually, a "Preferred Option," and, collectively, "Preferred Options"), shall be assumed by Parent and converted into an option (each, a "Preferred Replacement Option") to acquire, on substantially the same terms and conditions as were applicable under such Preferred Option, the same number of shares of Parent Common Stock as the holder of such Preferred Option would have been entitled to receive pursuant to this Agreement had such holder exercised such option in full immediately prior to the Effective Time multiplied (assuming, for the purpose of such calculation only, that all outstanding and unexercised Preferred Options and Company Stock Options, whether or not then exercisable, were exercised in full immediately prior to the Effective Time and that, for the purpose of such calculation only, the Merger Consideration will equal the sum of the Base Consideration and the Additional Consideration), at a price per share equal to (i) the aggregate exercise price for the shares of Company Preferred Stock subject to such Preferred Option, divided by (ii) the ---------- number of full shares of Parent Common Stock deemed purchasable pursuant to such Preferred Option as described above; provided, however, that (A) the number of Preferred Replacement Options, and the number of shares of Parent Common Stock that may be purchased upon the exercise of such Preferred Replacement Options, shall be subject to the indemnification provisions of Section 1.12 and (B) the number of shares of Parent Common Stock that may be purchased upon exercise of such Preferred Replacement Options shall not include any fractional share and, upon exercise of the Preferred Replacement Options, any fractional share shall be rounded down to the nearest whole share. It is understood that each Company Plan and each agreement pertaining to any other Company Stock Option or Preferred Option (other than any rights on the part of the Company contained therein to repurchase shares of Company Common Stock received on exercise of options) shall continue in effect as a plan or agreement of the Company as the Surviving Corporation in the Merger, unaffected and unmodified by the Exchange RatioMerger, (iv) the per share exercise price under other than that each such Company Stock Option shall be adjusted by dividing the per share exercise price under and each such Company Preferred Option shall thereafter be exercisable for Parent Common Stock as a Parent Replacement Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Preferred Replacement Option, within as provided above. The foregoing shall not obligate the meaning of Section 424(h) of the CodeCompany, Surviving Company or Parent to issue any further options under any Company Plan.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time under the Company's stock option plans and arrangements Stock Option Plan (collectively, the "Company Stock Option PlansPlan"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Holding in such manner that Holding (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which Section 424(a) applies" within the meaning of Section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that Section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were Section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlan and the applicable stock option agreements issued thereunder shall be deemed to refer to Holding, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may Holding (each, a "Substitute Option") shall be exercised solely for exercisable upon the same terms and conditions as under the Company Stock Option Plan and the applicable option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Holding Common Stock, (iii) Stock equal to the number of shares of Parent Company Common Stock subject to such Company Stock Option Option; and (B) the option price per share of Holding Common Stock shall be an amount equal to the number of whole shares (rounded to the nearest whole share) option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by (the Exchange Ratiooption price per share, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding as so determined, being rounded upward to the nearest whole full cent, and (v) all references in the Company Stock ). Such Substitute Option Plans and the stock option certificates and agreements shall otherwise be subject to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) same terms and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted conditions as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent shall assume (each a "i) all options to acquire Company Common Stock Option" and collectively, (the "Company Stock Options") granted pursuant outstanding immediately prior to the terms Effective Time, whether or not exercisable and conditions of whether or not vested, under the Company's stock option plans 1995 Stock Option Plan (the "Company 1995 Plan"), the 1995 Stock Plan of Digital Market, Inc. (the "DMI 1995 Plan"), the Company's 2000 Nonstatutory Stock Option Plan (the "2000 Plan" and arrangements (collectivelytogether with the Company 1995 Plan and the DMI 1995 Plan, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option Plan, and the Company's repurchase right with respect to any unvested shares acquired by the exercise of Company Stock Options shall be assigned to Parent by virtue of the Merger and without any further action on the part of the Company or the holders of such unvested shares. Each Company Stock Option so assumed by Parent may under this Agreement will continue to have, and be exercised solely for shares subject to, the same terms and conditions of Parent Common Stocksuch option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (iiii) the number of shares of Parent Common Stock subject to such each Company Stock Option shall will be equal to the exercisable (or will become exercisable in accordance with its terms) for that number of whole shares Parent Common Shares (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio and (ii) the per share exercise price for the Parent Common Shares issuable upon exercise of such assumed Company Stock Option will be equal to the exercise price per share of such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the exercise price per share, as so determined, being rounded upward to the nearest whole full cent, and (v) all references in ). It is the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) intention of the first sentence of this Section 2.04(a), parties that each Company Stock Option which is assumed by Parent shall qualify following the Effective Time as an "incentive stock option" option as defined in section 422 of the Code to the extent permitted under section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time. Outstanding purchase rights under the Company's 1999 Employee Stock Purchase Plan (the "Company Purchase Plan") shall be adjusted as required by Section 424 exercised upon the earlier of (i) the next scheduled purchase date under the Company Purchase Plan or (ii) immediately prior to the Effective Time, and each participant in the Company Purchase Plan shall accordingly be issued shares of Company Common Stock at that time pursuant to the terms of the CodeCompany Purchase Plan and each share of Company Common Stock so issued shall by virtue of the Merger, and without any action on the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) part of the Codeholder thereof, be converted into the right to receive Parent Common Shares in accordance with Section 2.01(a)(i) and cash for fractional Parent Common Shares in accordance with Section 2.02(e). The Company Purchase Plan shall be terminated as of the Effective Time.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent shall assume (each a "i) all options to acquire Company Common Stock Option" and collectively, (the "Company Stock Options") granted pursuant outstanding immediately prior to the terms Effective Time, whether or not exercisable and conditions of whether or not vested, under the Company's stock option plans 1996 Stock Option Plan (the "1996 Plan"), the Company's Second Amended and arrangements Restated Stock Incentive Plan (collectivelythe "Stock Incentive Plan") and the Company's 2001 Broad Based Equity Incentive Plan (the "Equity Incentive Plan" anx xxxxxxxx with the 1996 Plan and the Stock Incentive Plan, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option Plan, and the Company's repurchase right with respect to any unvested shares acquired by the exercise of Company Stock Options shall be assigned to Parent without any further action on the part of the Company or the holders of such unvested shares. Each Company Stock Option so assumed by Parent may under this Agreement will continue to have, and be exercised solely for shares subject to, the same terms and conditions of Parent Common Stocksuch option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (iiiA) the number of shares of Parent Common Stock subject to such each Company Stock Option shall will be equal to the exercisable (or will become exercisable in accordance with its terms) for that number of whole shares Parent Common Shares (rounded down to the nearest whole share) equal to (x) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (y) the Option Exchange Ratio; and (B) the per share exercise price for the Parent Common Shares issuable upon exercise of such assumed Company Stock Option will be equal to (x) the exercise price per share of such Company Stock Option in effect immediately prior to the Effective Time multiplied divided by the Exchange Ratio, (ivy) the per share Option Exchange Ratio (the exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding share, as so determined, being rounded upward to the nearest whole full cent). At or before the Effective Time, and (v) all references in the Company shall cause to be effected any necessary amendments to the Company Stock Option Plans and the stock option certificates and agreements to give effect to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the foregoing provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), 2.04. It is the intention of the parties that each Company Stock Option which is assumed by Parent shall qualify following the Effective Time as an "incentive stock option" option as defined in section 422 of the Code to the extent permitted under section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time. Outstanding purchase rights under the Company's Amended and Restated Employee Stock Purchase Plan (the "Company Purchase Plan") shall be adjusted as required by Section 424 exercised upon the earlier of (i) the next scheduled purchase date under the Company Purchase Plan or (ii) immediately prior to the Effective Time, and each participant in the Company Purchase Plan shall accordingly be issued shares of Company Common Stock at that time pursuant to the terms of the CodeCompany Purchase Plan and each share of Company Common Stock so issued shall by virtue of the Merger, and without any action on the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) part of the Codeholder thereof, be converted into the right to receive cash and Parent Common Shares in accordance with Section 2.01(a)(i) and cash for fractional Parent Common Shares in accordance with Section 2.02(e). The Company shall cause the Company Purchase Plan to be terminated as of the Effective Time.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent shall issue Substitute Options (each a as defined below) in accordance with this Section 2.04 to all holders of options to purchase shares of Company Class A Common Stock (the "COMPANY STOCK OPTIONS") outstanding, whether or not exercisable and whether or not vested, immediately prior to the Effective Time under the Company 1999 Stock Option" Purchase and Option Plan and the Company 2000 Equity Incentive Plan (collectively, the "COMPANY STOCK OPTION PLANS"). Parent shall issue the Substitute Options under the terms of the new stock option plans to be adopted by Parent at the Parent Shareholders' Meeting (the "NEW STOCK OPTION PLANS") to replace each of the Company Stock Options") granted pursuant to Option Plans. The terms and conditions of the New Stock Option Plans shall be substantially similar in all material respects with the terms and conditions of each of the Company Stock Option Plans, PROVIDED that the New Stock Option Plans shall differ from the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")Plans to the extent necessary to comply with Singapore Law. The Company shall use reasonable efforts to take all necessary action, whether or not exercisableincluding obtaining the consent of any holder of Company Stock Options, shall be converted into to implement the substitution of the Company Stock Options with Substitute Options pursuant to the terms of the New Stock Option Plans and become rights in accordance with respect to Parent Common Stockthis Section 2.04; PROVIDED, and the Parent shall assume the Company's obligations with respect to each HOWEVER, that any Company Stock Option and that is not substituted with a Substitute Option because the related Company Stock Option Plan, in accordance with its terms, except that from and after holder rejects the Substitute Option shall terminate as of the Effective Time. At the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (iia) each Company Stock Option assumed shall be substituted by Parent may with Substitute Options in such manner that Parent (A) is a corporation "issuing a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder or (B), to the extent that Section 424 of the Code does not apply to any such Company Stock Option, would be exercised solely such a corporation were Section 424 of the Code to apply to such Company Stock Option, and (b) each Substitute Option shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Stock Option for shares which the Substitute Option was substituted, (A) a number of Parent Common Stock, Ordinary Shares equal to the product (iiirounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Parent Company Class A Common Stock subject to such Company Stock Option shall be equal to that were issuable upon exercise of the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such related Company Stock Option immediately prior to the Effective Time multiplied by (2) the Option Exchange Ratio (which shall be the number equal to the product of the Exchange RatioRatio multiplied by 10), and (ivB) the per share exercise price under of each such Company Stock Substitute Option shall be adjusted equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price under of each such related Company Stock Option by (2) the Option Exchange Ratio and rounding (each, a "SUBSTITUTE OPTION"); PROVIDED, HOWEVER, that, upon exercise of a Substitute Option, the holder thereof shall have the right to elect to receive Parent ADSs rather than Parent Ordinary Shares and, upon such election, the holder shall receive a number of Parent ADSs equal to the number of Parent Ordinary Shares subject to the Substitute Option divided by ten (rounded down to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(aParent ADS), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options to purchase shares of Company Common Stock (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time, issued under the Company's stock option plans 1991 Stock Option Plan, the Company's 2004 Long-Term Incentive Plan and arrangements any other plan or agreement pursuant to which Company Stock Options have been issued, in each case as such may have been amended, supplemented or modified (collectively, the "Company Stock Option Plans"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which Section 424(a) applies" within the meaning of Section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that Section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were Section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may (each, a "Substitute Option") shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (iiiA) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded downward to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio; and (B) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded upward to the nearest whole full cent, and (v) all references in the Company Stock ). Such Substitute Option Plans and the stock option certificates and agreements shall otherwise be subject to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) same terms and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted conditions as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option. For illustrative purposes only, within if, immediately prior to the meaning Effective Time, a holder owns 100 Company Stock Options, each of Section 424(hwhich represents the right to acquire one (1) share of Company Common Stock at an exercise price of $0.50 per share of Company Common Stock, at the CodeEffective Time such holder's Company Stock Options shall be converted into eight (8) Substitute Options, each of which will represent the right to acquire one (1) share of Parent Common Stock at an exercise price of $5.75 per share of Parent Common Stock.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "subject to Section 6.10(d), Parent shall assume all of the Company’s rights and obligations under the Company Stock Option" and collectivelyOptions. Subject to Section 6.10(d), the "Company Stock Options") granted pursuant to Options shall be assumed in accordance with the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into Plan and become rights with respect to Parent Common Stock, on the same terms and conditions as were applicable under the Parent shall assume the Company's obligations with respect to each Company Stock Option and Plan immediately prior to the related Company Stock Option Plan, in accordance with its termsEffective Time, except that that, from and after the Effective Time, : (i) Parent and its compensation committee shall all actions to be substituted for taken under the Company and the committee of Options by the Company's ’s Board of Directors (including, if applicable, or a committee thereof) shall be taken by the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted Board of Directors of Parent (or otherwise governeda committee thereof), (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) shall evidence the right to purchase a number of shares of Post-Conversion Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded down to the nearest whole share) equal to the number of shares of Company Common Capital Stock subject to into which such Company Stock Option Options are exercisable immediately prior to the Effective Time multiplied by the applicable Exchange Ratio, (iviii) the per new option price for each share of Post-Conversion Parent Common Stock issuable upon exercise price under each such of a Company Stock Option shall be adjusted determined by dividing the per share option exercise price under each such Company Stock Option immediately prior to the Effective Time by the applicable Exchange Ratio and rounding (rounded up to the nearest whole cent), and (viv) all references in the Company Stock Option Plans and the stock option certificates and agreements Options to the Company (or its predecessors) and Company Capital Stock shall be deemed to refer be references to ParentParent and Post-Conversion Parent Common Stock, respectively, after giving effect to the adjustments pursuant to clauses (i), (ii) and (iii) above. Notwithstanding the provisions foregoing, the exercise price and the number of clauses (iii) and (iv) shares of Post-Conversion Parent Common Stock subject to each Company Option shall be determined in a manner consistent with the requirements of Section 409A of the first sentence Code to the extent applicable; and provided, further, that in the case of this any Company Option to which Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 422 of the CodeCode applies, the option exercise price, the number of shares subject to such Option and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal terms and conditions of exercise of such Company Stock OptionOption shall be determined in accordance with the foregoing, within subject to such adjustments as are necessary in order to satisfy the meaning requirements of Section 424(h424(a) of the Code. Any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption of such Company Option. Company Disclosure Schedule 6.9 sets forth the amount of Post-Conversion Parent Common Stock which may be acquired as of the Effective Time as a result of the application of this Section 6.9(a).

Company Stock Options. (a) At the Effective Time, each outstanding stock option All options (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding (meaning for this purpose, those listed on Exhibit 2.04(a)), whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time under the Company's stock option plans and arrangements 1999 Stock Option Plan (collectively, the "Company Stock Option PlansPlan"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which Section 424(a) applies" within the meaning of Section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that Section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were Section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlan shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plan as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may (each, a "Substitute Option") shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions as under the applicable Company Stock Option Plan, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, (iiix) the that whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio and (y) a Contingent Deferred Payment, and (B) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded upward to the nearest whole full cent). On the date of settlement of the Contingent Deferred Payment, and (v) all references in the Company Stock each such Substitute Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding further adjusted by (i) increasing the provisions aggregate number of clauses (iii) and (iv) shares of the first sentence of this Section 2.04(a), each Company Parent Common Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.for which

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, then outstanding Company Options shall by virtue of the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common StockMerger, and without any further action on the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Planpart of any holder thereof, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares and converted into an option to purchase that number of Parent Ordinary Shares (a "PARENT OPTION") obtained by multiplying each share of Company Common StockStock in the relevant Company Option by the Company Exchange Ratio. If the foregoing calculation results in a Company Option being exercisable for a fraction of a Parent Ordinary Share, (iii) then the number of shares of Parent Common Stock Ordinary Shares subject to such Company Stock option shall be rounded down to the nearest whole number of shares. The exercise price of each Parent Option shall be equal to the number exercise price of whole shares (rounded to the nearest whole share) of Company Common Stock subject to Option from which such Company Stock Parent Option immediately prior to the Effective Time multiplied was converted divided by the Company Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded up to the nearest whole cent, and (v) all references provided that if such calculation would result in the Company Stock exercise price of any Parent Option Plans and being less than the stock option certificates and agreements to par value of a Parent Ordinary Share, the Company (or its predecessors) exercise price shall be deemed to refer to Parentthe par value of such Parent Ordinary Share. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of Except as otherwise set forth in this Section 2.04(a)1.4, each Company Stock Option which is the term and vesting schedule, status as an "incentive stock optionINCENTIVE STOCK OPTION" shall be adjusted as required by under Section 424 422 of the Code, if applicable, and all the regulations promulgated thereunderterms and conditions of Company Options will, so to the extent permitted by law, be unchanged. An optionholder's continuous employment with Company shall be credited as not to constitute a modification, extension or renewal employment with Parent for purposes of such Company Stock Option, within the meaning of Section 424(h) vesting of the Code.Parent Options. Other than Company Options that shall become vested and exercisable pursuant to acceleration provisions not entered into in contemplation of the Merger, no Company Options shall become vested or exercisable solely as a result of the Merger. Company and Parent will take or cause to be taken, all actions that are necessary, proper, or advisable under the Stock Plans to make effective the transactions contemplated by this Section 1.4. "

Company Stock Options. (a) At Prior to the Effective Time, each outstanding stock option (each a "the Company Stock Option" and collectivelyshall take all actions necessary to provide that, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to except as otherwise agreed by Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, holder thereof in accordance with its termsthe Rollover Commitment, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option option outstanding immediately prior to the Effective Time multiplied (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock (each, a “Company Stock Option”) shall be cancelled and terminated and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to the Company Stock Option. Except as otherwise provided below, the Option Consideration shall be paid as soon after the Closing Date as shall be practicable. Prior to the Effective Time, the Company shall make any amendments to the terms of the Company Stock Plans and obtain any consents from holders of Company Stock Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.3 and, notwithstanding anything to the Exchange Ratiocontrary, (iv) the per share exercise price under each such payment may be withheld in respect of any Company Stock Option until any necessary consents are obtained. Without limiting the foregoing, except as otherwise agreed by Parent, the Company shall take all actions necessary to ensure that the Company will not at the Effective Time be adjusted bound by dividing any options, stock appreciation rights, deferred stock units, warrants or other rights or agreements which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof. Prior to the Effective Time, the Company shall take all actions necessary to terminate all its Company Stock Plans, such termination to be effective at or before the Effective Time. For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Company Stock Option, an amount equal to the excess, if any, of (i) the Merger Consideration per share of Company Common Stock over (ii) the exercise price payable in respect of such share of Company Common Stock issuable under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option. For purposes of this Agreement, within “Company Stock Plans” shall mean the meaning of Section 424(h) following plans of the CodeCompany: the 1997 Stock Option Plan and the 2007 Long Term Incentive Plan.

Company Stock Options. (a) All options (the "COMPANY STOCK OPTIONS") outstanding, whether or not exercisable and whether or not vested, at the Effective Time under the Company's 1998 Stock Plan (the "COMPANY STOCK OPTION PLAN"), shall remain outstanding following the Effective Time. At the Effective Time, each outstanding stock option (each a "the Company Stock Option" and collectivelyOptions shall, the "Company Stock Options") granted pursuant to the terms and conditions by virtue of the Company's stock option plans Merger and arrangements (collectivelywithout any further action on the part of the Company or the holder thereof, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from assumed by Parent. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlan and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plan as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may (each, a "SUBSTITUTE OPTION") shall be exercised solely for shares of Parent Common Stockexercisable upon the same terms and conditions (including vesting provisions) as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (iiiA) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (ivB) the option price per share exercise of Parent Common Stock shall be an amount equal to the option price under each per share of Company Common Stock subject to such Company Stock Option shall be adjusted by dividing in effect immediately prior to the per share exercise price under each such Company Stock Option Effective Time divided by the Exchange Ratio and rounding (the option price per share, as so determined, being rounded to the nearest whole full cent, ) and (vC) all references in the Company Stock Option Plans and Options held by the stock option certificates and agreements to the Company (or its predecessorspersons listed on Exhibit 2.05(a) shall be deemed to refer to Parent. Notwithstanding vest in accordance with the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(atiming set forth on such Exhibit 2.05(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")that is outstanding and unexercised immediately prior to the Effective Time, whether or not exercisablevested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume such Company Stock Option in accordance with the terms of the Microbot 2015 Stock Option Plan (the “Company Equity Plan”) and the terms of the Contract by which such Company Stock Option is evidenced. All rights with respect to Company Common Stock under Company Stock Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, : (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, ; (iiiii) the number of shares of Parent Common Stock subject to such each Company Stock Option assumed by Parent shall be equal to determined by multiplying the number of whole shares (rounded to the nearest whole share) of Company Common Stock that were subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iviii) the per share exercise price under for the Parent Common Stock issuable upon exercise of each such Company Stock Option assumed by Parent shall be adjusted determined by dividing the per share exercise price under each of Company Common Stock subject to such Company Stock Option Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) ; and (iv) any restriction on the exercise of the first sentence of this Section 2.04(a), each any Company Stock Option which is an "incentive stock option" assumed by Parent shall be adjusted continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall otherwise remain unchanged as required by Section 424 a result of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal assumption of such Company Stock Option; provided, within however, that the meaning board of Section 424(h) directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Codeboard of directors of the Company or any committee thereof with respect to each Company Stock Option assumed by Parent.

Company Stock Options. (a) At the Effective Time, each outstanding stock option to purchase shares of Company Common Stock (each each, a "Company Stock Option" "), whether vested or unvested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and collectivelybe subject to, the "Company Stock Options") granted pursuant to the same terms and conditions of such options immediately prior to the Company's stock option plans Effective Time and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall will be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its termsfully vested, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may will be exercised solely or will become exercisable in accordance with its terms for that number of whole shares of Parent Common Stock, Stock equal to the product (iii) rounded to the nearest whole number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to Stock) of the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the result obtained by dividing the number of Option Shares by the number of Diluting Shares (the "Option Exchange RatioRate"), (ivii) the per share exercise price under each such Company for the shares of Parent Common Stock Option shall will be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in of the Company Stock Option Plans and the stock option certificates and agreements immediately prior to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding Effective Time divided by the provisions of clauses Option Exchange Rate, and (iii) and (iv) each holder of the first sentence of this Section 2.04(a), each a Company Stock Option which is an "incentive stock option" shall will be adjusted as required by Section 424 to enter into a lock-up agreement with Parent that will limit the ability of the Code, and holder of the regulations promulgated thereunder, so as not Company Stock Option to constitute a modification, extension sell or renewal otherwise dispose of the shares of Parent Common Stock acquired upon exercise of such option for certain time periods, as agreed to by Parent and Company, except in the event the employment of the holder of such option is terminated by Parent, the Surviving Corporation or Subsidiary. Within thirty (30) days following the Closing, Parent will send to each holder of an assumed Company Stock Option a written notice setting forth (A) the number of shares of Parent Common Stock subject to such assumed Company Stock Option, within (B) the meaning exercise price per share of Section 424(hParent Common Stock issuable upon exercise of such assumed Company Stock Option, and (C) of the Codelock-up agreement referred to above.

Company Stock Options. (a) At the Effective Time, each outstanding stock option Parent shall issue Substitute Options (each a "as defined below) in accordance with this Section 2.04 to all holders of options to purchase shares of Company Class A Common Stock Option" and collectively, (the "Company Stock Options") granted pursuant outstanding, whether or not exercisable and whether or not vested, immediately prior to the terms Effective Time under the Company 1999 Stock Purchase and conditions of Option Plan and the Company's stock option plans and arrangements Company 2000 Equity Incentive Plan (collectively, the "Company Stock Option Plans"), whether or not exercisable, . Parent shall issue the Substitute Options under the terms of the new stock option plans to be converted into and become rights with respect to adopted by Parent Common Stock, and at the Parent shall assume Shareholders' Meeting (the Company's obligations with respect "New Stock Option Plans") to replace each of the Company Stock Option Plans. The terms and conditions of the related New Stock Option Plans shall be substantially similar in all material respects with the terms and conditions of each of the Company Stock Option PlanPlans, provided that the New Stock Option Plans shall differ from the terms and conditions of the Company Stock Option Plans to the extent necessary to comply with Singapore Law. The Company shall use reasonable efforts to take all necessary action, including obtaining the consent of any holder of Company Stock Options, to implement the substitution of the Company Stock Options with Substitute Options pursuant to the terms of the New Stock Option Plans and in accordance with its termsthis Section 2.04; provided, except however, that from and after any Company Stock Option that is not substituted with a Substitute Option because the Company Stock Option holder rejects the Substitute Option shall terminate as of the Effective Time. At the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (iia) each Company Stock Option assumed shall be substituted by Parent may with Substitute Options in such manner that Parent (A) is a corporation "issuing a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder or (B), to the extent that Section 424 of the Code does not apply to any such Company Stock Option, would be exercised solely such a corporation were Section 424 of the Code to apply to such Company Stock Option, and (b) each Substitute Option shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Stock Option for shares which the Substitute Option was substituted, (A) a number of Parent Common Stock, Ordinary Shares equal to the product (iiirounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Parent Company Class A Common Stock subject to such Company Stock Option shall be equal to that were issuable upon exercise of the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such related Company Stock Option immediately prior to the Effective Time multiplied by (2) the Option Exchange Ratio (which shall be the number equal to the product of the Exchange RatioRatio multiplied by 10), and (ivB) the per share exercise price under of each such Company Stock Substitute Option shall be adjusted equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price under of each such related Company Stock Option by (2) the Option Exchange Ratio and rounding (each, a "Substitute Option"); provided, however, that, upon exercise of a Substitute Option, the holder thereof shall have the right to elect to receive Parent ADSs rather than Parent Ordinary Shares and, upon such election, the holder shall receive a number of Parent ADSs equal to the number of Parent Ordinary Shares subject to the Substitute Option divided by ten (rounded down to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(aParent ADS), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. Each option to purchase shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (collectively, the “Company Stock Options”) shall, by virtue of the Merger and pursuant to the terms of the Stock Incentive Plan, be cancelled and (I) each Underwater Company Stock Option shall be terminated and no consideration shall be payable in respect of thereof; and (II) each holder of an In‑the‑Money Company Stock Option shall, in full settlement of such holder’s Company Stock Option, be entitled to receive the sum of (a) At an amount, from the Paying Agent, without interest and subject to any applicable withholding and payroll deductions, equal to (i) the product of (x) the number of shares of Company Common Stock then issuable upon exercise of such In-the-Money Company Stock Option, multiplied by (y) the consideration set forth on the Closing Payment Schedule under the heading “Remainder Per Share Merger Consideration”, minus (b) the aggregate amount that would be due to the Company upon the exercise in full of such In-the-Money Company Stock Option (the “Closing Option Payment”); provided, however, that as a condition to such payment, each holder of an In-the-Money Company Stock Option shall have executed and delivered to Parent an acknowledgment and release in such form as acceptable to Parent, a W-9 and other documentation reasonably required by the Paying Agent or Parent, including pursuant to Section 1.8 and the Company agrees to deliver such acknowledgement and release from each holder of an In-the-Money Company Stock Option at Closing, if any, to Parent. The Company shall take all reasonably necessary action, including the consent of individual holders of Company Stock Options, if required, to provide that, upon consummation of the Merger and at the Effective Time, (i) each then outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisablevested, shall be converted into terminate and become rights with respect to Parent Common Stock, and the Parent shall assume (ii) the Company's obligations with respect to each Company Stock Option ’s equity incentive and the related Company Stock Option Plan, in accordance with its terms, except that from stock option plans shall be terminated. From and after the Effective Time, (ix) Parent and its compensation committee shall be substituted for other than the Company and the committee of the Company's Board of Directors (including, if applicablerights under this Agreement, the entire Company Board) administering the holders of Company Stock Option Plan, if any, under which such Options will have no further rights in respect of any Company Stock Option was granted or otherwise governed, Options and (iiy) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to any such cancelled Company Stock Option shall no longer be equal exercisable by the former holder thereof. All amounts paid to holders of In-the-Money Company Stock Options shall be paid at the same time and under the same terms and conditions as any payments to the number of whole shares (rounded to the nearest whole share) holders of Company Common Stock subject in accordance with this Section 1.5; provided, however, that no such payment shall be made with respect to such an In-the-Money Company Stock Option immediately prior to after the Effective Time multiplied by the Exchange Ratio, fifth (iv5th) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) anniversary of the first sentence of this Closing Date or if such payment would otherwise trigger additional Taxes, interest and/or penalties under Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 409A of the Code. The Company shall take all reasonably necessary action to provide that, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) upon consummation of the CodeMerger and at the Effective Time, the Stock Incentive Plan shall be terminated.

Company Stock Options. (a) At the Effective Time, Parent shall cause each outstanding stock option or other right to purchase Company Shares (each each, a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant that is outstanding and unexercised immediately prior to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans")Effective Time, whether or not exercisablevested and whether or not the exercise price of such Company Option is in excess of the Per Share Cash Consideration, shall be converted into and to become rights with respect an option to Parent Common Stockpurchase the Parent's Stock by assuming such Company Option in accordance with, and to the Parent shall assume extent permitted by, the Company's obligations with respect to each terms (as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Stock Option was issued and the related terms of the stock option agreement by which such Company Stock Option Plan, in accordance with its terms, except that from is evidenced. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by the Parent may be exercised solely for shares of Parent Common Parent's Stock, (iiiii) the number of shares of Parent Common Parent's Stock subject to such each Company Stock Option assumed by the Parent shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iviii) the per share exercise price under each such Company Stock Option assumed by the Parent shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding up to the nearest whole cent, and (iv) except as provided in clauses (v) all references and (vi), any restriction on the exercise of any Company Option assumed by the Parent shall continue in full force and effect and the term, exercisability and other provisions of such Company Stock Option Plans shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions contemplated by this Agreement under the express terms (as in effect on the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option certificates agreement by which such Company Option is evidenced), (v) each Company Option assumed by the Parent shall fully vest at the Effective Time, and agreements (vi) each Company Option assumed by the Parent and issued to (x) any director of the Company who has accepted a position with the Advisory Board as of the Effective Time shall expire on the fourth (4th) anniversary of the Closing Date, (y) any director of the Company who has not accepted a position on the Advisory Board as of the Effective Time shall expire on the first (1st) anniversary of the Closing Date, and (z) any employee of the Company (other than John W. Bullard) who is not retained by the Buyer shall expire on xxx xxxxx (0xx) anniversary of the Closing Date; provided, however, that each Company Option assumed by the Parent in accordance with this Section 2.6(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. The Parent shall file with the SEC, no later than ninety (90) days after the Effective Time, a registration statement on Form S-8 relating to the shares of Parent's Stock issuable with respect to the Company (or its predecessorsOptions assumed by the Parent in accordance with this Section 2.6(a). If the assumption of any Company Option in the manner described in this Section 2.6(a) shall be deemed to refer to Parent. Notwithstanding is not permitted under the provisions of clauses (iii) and (iv) terms of the first sentence of stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Effective Time, then the Parent shall not be required to assume such Company Option in the manner described in this Section 2.04(a2.6(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not Parent shall instead be entitled to constitute cause such Company Option to be treated in a modification, extension or renewal manner permitted by the terms of such stock incentive plan. Notwithstanding anything to the contrary contained in this Section 2.6, in lieu of assuming an outstanding Company Stock OptionOption in accordance with this Section 2.6(a), within the meaning of Section 424(h) of the CodeParent may, at its election, cause such Company Option to be replaced by issuing a reasonably equivalent replacement stock option in substitution therefor.

Company Stock Options. (a) At Each option (collectively, the “Company Options”) granted under the Company’s Amended and Restated Stock Option Plan (the “Old Plan”), the Amended and Restated 1994 Stock Option Plan (the “1994 Plan”) and the Amended and Restated Directors’ Nonqualified Stock Option Plan (the “Directors’ Plan” and, together with the Old Plan and the 1994 Plan, the “Company Stock Option Plans”), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and is held by a person who is a director or an employee at the Company immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, shall, at the Effective Time, each outstanding stock option be assumed by Parent, subject to its terms (each including acceleration of vesting that will occur as a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to the terms and conditions consequence of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect Merger according to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option PlanPlans and the instruments governing the Company Options) and the provisions of this Section 2.3 (the “Assumed Options”). The Assumed Options shall not terminate in connection with the Merger and shall continue to have, if anyand be subject to, under which such the same terms and conditions as set forth in the Company Stock Option was granted Plans and agreements (as in effect immediately prior to the Effective Time) pursuant to which the Assumed Options were granted, except that (i) all references to the Company shall be deemed to be references to Parent (other than references to an Assumed Option holder’s relationship with the Company, as a director, an employee or otherwise governedotherwise, (iiwhich shall be deemed to be references to the Surviving Corporation) each and all references to shares of Company Common Stock Option assumed by Parent may shall be exercised solely for deemed to be references to shares of Parent Common Stock, (iiiii) each Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock that were issuable upon exercise of the subject to such Company Stock Assumed Option immediately prior to the Effective Time multiplied by the Exchange Conversion Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding rounded down to the nearest whole centnumber of shares of Parent Common Stock, and (viii) all references the exercise price per share of Parent Common Stock under such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which the subject Assumed Option was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest cent. Parent shall (A) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Assumed Options pursuant to this Section 2.3, (B) promptly after the Effective Time issue to each holder of an Assumed Option a document evidencing the assumption by Parent of the Company’s obligations with respect thereto under this Section 2.3 and (C) as soon as reasonably practicable after the Effective Time, but in no event later than ten (10) business days after the Effective Time, cause to be filed a registration statement or registration statements or amend an existing registration statement or registration statements on appropriate forms under the Securities Act relating to the Company Stock Option Plans then in effect and covering the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions shares of clauses (iii) and (iv) Parent Common Stock issuable upon exercise of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" Assumed Options. Parent shall be adjusted as required by Section 424 of use its commercially reasonable efforts to maintain the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal effectiveness of such registration statement or registration statements for so long as any Assumed Options remain outstanding. All Company Stock Option, within Options which are not Assumed Options shall terminate upon the meaning of Section 424(h) of the CodeEffective Time.

Company Stock Options. All options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and collectively, the "Company Stock Options") granted pursuant to outstanding, whether or not exercisable and whether or not vested, at the terms and conditions of Effective Time under the Company's stock option plans Stock Option Plan and arrangements the Primary Network Holdings Inc. Stock Option Plan (collectively, the "Company Stock Option Plans"), whether shall remain outstanding following the Effective Time. At the Effective Time, the Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or not exercisablethe holder thereof, shall be converted into and become rights with respect assumed by Holding in such manner that Holding (i) is a corporation "assuming a stock option in a transaction to Parent Common Stock, which Section 424(a) applies" within the meaning of Section 424 of the Code and the Parent shall assume regulations thereunder or (ii) to the Company's obligations with respect extent that Section 424 of the Code does not apply to each any such Company Stock Option and Options, would be such a corporation were Section 424 of the related Code applicable to such Company Stock Option Plan, in accordance with its terms, except that from Options. From and after the Effective Time, (i) Parent and its compensation committee shall be substituted for all references to the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering in the Company Stock Option PlanPlans and the applicable stock option agreements issued thereunder shall be deemed to refer to Holding, if any, under which such shall have assumed the Company Stock Option was granted or otherwise governed, (ii) each Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Parent may Holding (each, a "Substitute Option") shall be exercised solely for exercisable upon the same terms and conditions as under the Company Stock Option Plans and the applicable option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Holding Common Stock, (iii) Stock equal to the number of shares of Parent Company Common Stock subject to such Company Stock Option Option; and (B) the option price per share of Holding Common Stock shall be an amount equal to the number of whole shares (rounded to the nearest whole share) option price per share of Company Common Stock subject to such Company Stock Option in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Time. Such Substitute Option shall otherwise be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding subject to the nearest whole cent, same terms and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted conditions as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

Company Stock Options. (a) At the Effective Acceptance Time, each option to purchase shares of Company Common Stock outstanding stock option under any Company Stock Plan (each a "Company Stock Option" and collectively"), the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "extent such Company Stock Option Plans"), whether or is not exercisablealready fully vested, shall be converted into fully vest if and become rights with respect as provided under the terms of the applicable option award agreement. At or immediately prior to Parent Common Stockthe Effective Time, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related shall be assumed by Parent. Each Company Stock Option Planso assumed by Parent under this Agreement will continue to have, in accordance with its terms, except that from and after the Effective Time, (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicablesubject to, the entire Company Board) administering same terms and conditions set forth in the applicable Company Stock Option Plan, if any, (including any Company Stock Plan under which such Company Stock Option was granted issued and any applicable stock option agreement or otherwise governedother document evidencing such Company Stock Option) immediately prior to the Effective Time, except that (iii) each Company Stock Option assumed by Parent may will be exercised solely exercisable for that number of whole shares of Parent Common Stock, common stock equal to the product of (iiiX) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by (Y) a fraction, the numerator of which shall be the Offer Price and the denominator of which shall be the volume weighted average trading price per share of Parent common stock on the New York Stock Exchange (or in the event that Parent common stock is no longer listed for trading on such exchange, then the senior stock exchange on which the Parent common stock is then-listed) for the 10 trading days immediately preceding the Effective Time (the "Conversion Ratio"), rounded down to the nearest whole number of shares of Parent common stock and (ivii) the per share exercise price under each for the shares of Parent common stock issuable upon exercise of such assumed Company Stock Option shall will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under each of such Company Stock Option by the Exchange Ratio and rounding Conversion Ratio, rounded up to the nearest whole cent; provided that the number of shares of Parent common stock and exercise price applicable under each assumed Company Stock Option will be determined in a manner that would not result in Parent's assumption of the options being treated as a new grant of stock options under Section 409A of the Code. As of the Effective Time, and (v) all references in the Company Stock Option Plans to shares of Company Common Stock shall thereafter be deemed to be references to Parent common stock and the stock option certificates and agreements all references therein to the Company (or its predecessors) shall thereafter be deemed to refer be references to Parent. Notwithstanding As soon as reasonably practicable following the provisions of clauses Effective Time, but in no event later than five Business Days following the Effective Time, Parent shall file a registration statement under the 1933 Act on Form S-8 or another appropriate form (iii) and (iv) use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the first sentence of this Section 2.04(a), each prospectuses contained therein) with respect to Company Stock Options assumed by Parent pursuant hereto and shall use its commercially reasonable efforts to cause such registration statement to remain in effect for so long as such assumed Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Coderemain outstanding.