Common use of Company Stock Options Clause in Contracts

Company Stock Options. (a) As of the Closing, all outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options") whether or not such Stock Options are then exercisable or vested, shall vest in full, and as soon as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option an amount in cash equal to the difference between the Share Offer Price and the exercise price per share of each such Stock Option, less applicable withholding taxes; except in the case of certain Italian and German executives identified by the Company in writing to Purchaser prior to the date hereof with respect to whom arrangements shall be made (subject to applicable law) as described on Schedule 1.2 attached hereto. If and to the extent required by the terms of the Option Plans or the terms of any Stock Option granted thereunder, the Company shall use its best efforts to obtain the consent of each holder of outstanding Stock Options to the foregoing treatment of such Stock Options and to take any other action necessary to effectuate the foregoing provisions. (b) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Section 1.3

Company Stock Options. Prior to the Effective Time, the Company shall take all actions necessary to provide that each option outstanding immediately prior to the Effective Time (awhether or not then vested or exercisable) As of that represents the Closing, all outstanding options and other rights right to acquire shares of Company Common Stock under the Company's 1993 Long-Term Company Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan Plans (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options"“Option”) whether or not such Stock Options are then exercisable or vested, shall vest in fullfull and be cancelled 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 Option. Except as otherwise provided below, and the Option Consideration shall be paid as soon as practicable after the Closing DateDate as shall be practicable. Notwithstanding the foregoing, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option an amount in cash equal to the difference between the Share Offer Price Parent and the exercise price per share of each Surviving Corporation shall be entitled to deduct and withhold from the Option Consideration otherwise payable such Stock Option, less applicable withholding taxes; except in the case of certain Italian amounts as may be required to be deducted and German executives identified by the Company in writing to Purchaser prior to the date hereof withheld with respect to whom arrangements shall be made (subject to applicable the making of such payment under the Code, or any provision of state, local or foreign Tax law) as described on Schedule 1.2 attached hereto. If and Prior to the extent required by Effective Time, the Company shall make any amendments to the terms of the Company Stock Plans and obtain any consents (including waivers of claims) from holders of Options (including Options issued pursuant to the 2001 Non-Employee Directors Stock Option Plans or Plan as amended June 26, 2009) that, in each case, are necessary to give effect to the terms transactions contemplated by this Section 2.10 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Stock Option granted thereunderuntil any necessary consents are obtained. Without limiting the foregoing, the Company shall use take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, SARs, warrants or other rights or agreements which would entitle any Person, other than Parent and its best efforts Subsidiaries, to obtain own any capital stock, voting securities or equity interests of the consent of each holder of outstanding Stock Options Surviving Corporation or to receive any payment in respect thereof. Prior to the foregoing treatment of such Stock Options and to Effective Time, the Company shall take any other action all actions necessary to effectuate terminate all its Company Stock Plans, such termination to be effective at or before the foregoing provisionsEffective Time. For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option (bi) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other with an exercise price less than the option agreement (the "Option Agreement") dated as of November 15Merger Consideration per Share, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject amount equal to the fulfillment excess, if any, of certain conditions, to purchase all of (x) the Priority SharesMerger Consideration per Share over (y) providing for the issuance or grant by the Company of any interest exercise price payable in respect of such share of Company Common Stock issuable under such Option and (ii) with an exercise price equal to or greater than the capital stock Merger Consideration per Share and solely with respect to Options not held by the Management Employees or any current directors of the Company, an amount equal to $0.40 in respect of each Share of Company Common Stock issuable under such Option. For purposes of greater clarity, Options with an exercise price equal to or greater than the Merger Consideration per Share held by the Management Employees and any current directors of the Company shall be canceled as of cancelled and shall not be entitled to any consideration in connection with the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Section 1.3Transactions.

Company Stock Options. At the Effective Time, Purchaser shall not assume any option granted pursuant to a Company Stock Plan that is outstanding immediately prior to the Effective Time (awhether or not then vested or exercisable) As of and that represents the Closing, all outstanding options and other rights right to acquire shares under the Company's 1993 Long-Term of Company Common Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together“Option”) and shall not substitute any similar option or right for any such Option. All outstanding Options that have not been exercised by the holders thereof at or prior to the Effective Time shall become fully vested and shall terminate if not exercised prior to the Effective Time. Prior to the Effective Time, the "Option Company shall take all actions necessary to terminate the Company Stock Plans" and , such options and other rightstermination to be effective at or before the Effective Time. At the Effective Time, "Stock Options"Eligible Options (as hereinafter defined) whether or not such Stock Options are then exercisable or vested, shall vest in full, and as soon as practicable after be converted into the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay right to the holder of each outstanding Stock Option an receive a cash amount in cash equal to the difference between the Share Offer Price and the exercise price per Option Consideration (as hereinafter defined) for each share of each such Company Common Stock Option, less applicable withholding taxes; except in then subject to the case of certain Italian and German executives identified Eligible Option (as hereinafter defined) (it being understood that (i) with respect to an Eligible Option held by a Person whose employment by the Company in writing to Purchaser or its Subsidiaries was terminated prior to the date hereof Effective Time, Option Consideration shall only be paid with respect to whom arrangements shall be made the portion of such Eligible Option that was vested as of the time such Person’s employment relationship with the Company or its Subsidiaries terminated and the post-termination exercise period applicable to such Eligible Options has not expired as set forth in the documentation evidencing such Eligible Option and (subject ii) with respect to applicable law) as described on Schedule 1.2 attached hereto. If and to the extent required Eligible Options which by the terms of the Option Plans or grant documents relating thereto, specifically provide for less acceleration than is provided for under the terms of any the Company Stock Plan pursuant to which such Eligible Option granted thereunderwas granted, if any, the Option Consideration shall be paid only with respect to the portion of such Eligible Option which vests pursuant to the terms of such grant documents). Prior to the Effective Time, the Company shall use its best efforts to obtain the consent deposit in a bank account an amount of each holder of outstanding Stock Options cash equal to the foregoing treatment sum of the aggregate Option Consideration for each Eligible Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Eligible Options in accordance with this Section 2.4(a). For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock Options and to take any other action necessary to effectuate the foregoing provisions. (b) Except as provided in Section 1.2(a)issuable under a particular Eligible Option, the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject amount equal to the fulfillment of certain conditionsexcess, to purchase all of if any, of: (1) the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Section 1.3Per Share

Company Stock Options. (a) As of At the ClosingEffective Time, all each Company Stock Option that is outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options") whether or not such Stock Options are then exercisable or vested, shall vest in full, and as soon as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay immediately prior to the holder Effective Time shall become and represent an option to purchase that number of each outstanding shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (ii) the Exchange Ratio (as defined below) at an amount in cash exercise price per share of Parent Common Stock (rounded up to the nearest cent) equal to the difference between the Share Offer Price and the exercise price per share of each such Company Common Stock Option, less applicable withholding taxes; except in the case of certain Italian and German executives identified by the Company in writing to Purchaser immediately prior to the Effective Time divided by the Exchange Ratio. Any fractional shares of Parent Common Stock resulting from the formula described in the foregoing sentence shall be rounded down to the nearest whole number. Except as otherwise expressly provided herein, each Company Stock Option shall remain subject to the terms and conditions of the applicable Company Stock Option. If, as of the date hereof with respect on which any Per Share Escrow Payment, Per Share Holdback Payment or Per Share Option Holdback Payment becomes payable, shares subject to whom arrangements such Company Stock Option have become vested, such payment shall be made (in respect of such shares to the holder of such option as if such holder was a former Company Stockholder even if such option was not exercised at the time, and if, as of such date, shares subject to applicable law) as described on Schedule 1.2 attached hereto. If and such Company Stock Option have not vested, such payment shall be made to the extent required holder of such option as soon as practicable following, but only in the event of, the vesting thereof. Notwithstanding the foregoing, Parent may take any action or make any amendment to the Company Stock Options as Parent deems necessary or advisable so that the Company Stock Options which were intended to be incentive stock options (within the meaning of Section 422 of the Code) comply with the requirements of Section 424(a) of the Code; provided, however, that Parent may not reduce the value of the aggregate consideration to be paid to any holder of a Company Stock Option as provided herein. The Company (i) shall take all action necessary to implement the provisions of this Section 5.6, including, if necessary, amending the Company Stock Options pursuant to resolution by the terms Company's Board of Directors in form and substance satisfactory to Parent and, if necessary, obtaining the Option Plans or the terms written consent of any each holder of a Company Stock Option granted thereunder("Option Holders") to such amendments in the form and substance satisfactory to Parent, and (ii) shall provide Parent with duly executed copies of such amendments and consents prior to the Effective Time. Prior to the Effective Time, the Company shall use its best efforts to obtain any other necessary consents or releases from the consent holders of each holder of outstanding Stock Options to the foregoing treatment of such Company Stock Options and to take any such other lawful action as may be necessary or appropriate to effectuate the foregoing provisionsgive effect to this Section 5.6. (b) Except as provided in For purposes of this Section 1.2(a)5.6, the Option Plans "Exchange Ratio" shall terminate be determined by dividing the Per Share Cash Payment by the Per Share Parent Price. The "Per Share Parent Price" shall be the average per share closing price for Parent Common Stock as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing listed on The Nasdaq National Market for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of ten trading days immediately prior to the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions For purposes of Section 9 of 1.14, Article VIII and the Option Indemnity Agreement, the term "Company acknowledges and agrees that Stockholders" shall also refer to the Option Holders. As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 with respect to Parent Common Stock subject to those Company Stock Options which may be registered pursuant thereto, or shall cause such Company Stock Options to be deemed to be issued pursuant to a Parent Stock Plan for which shares of Parent Common Stock have been previously registered pursuant to an appropriate registration from. Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, but not limited to using reasonable best efforts for the purpose of: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement shall remain in full force or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and effect (iv) the execution and be unaffected by delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and the Shareholders Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or that otherwise would have an adverse effect on Parent or the Company, in each of the foregoing cases in connection with this Agreement, the Merger or any of the agreements or other transactions contemplated hereby or thereby, including without limitation, or in connection with any filing or submission made by either Parent or the Company relating to the Merger or the agreements and other transactions contemplated hereby. Nothing contained in this Agreement, including without limitation this Section 1.35.7, shall limit or restrict Parent or any of its Subsidiaries from entering into or effecting any agreement relating to any other business combination, acquisition or merger and no such business combination, acquisition or merger shall be deemed to violate this Section 5.7 .

Company Stock Options. (a) As On the Closing Date, all then outstanding Company Stock Options will be fully vested and immediately exercisable. Purchaser shall enter into an Option Assumption Agreement with each employee of the Company who holds Company Stock Options which have not been exercised on or prior to the Closing Date such that, immediately after the Closing, all outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options") whether or not such unexercised Company Stock Options are then shall be fully vested and immediately exercisable or vestedfor shares of Purchaser Common Stock (each a "RESTATED OPTION"). Each Restated Option shall be identical to such Company Stock Option, except that the Restated Option shall vest in full(i) be exercisable for a number of shares of Purchaser Common Stock determined by dividing the sum of the value of the Stock Consideration set forth on EXHIBIT B hereto plus the aggregate amount of the exercise price pursuant to such Restated Option by the Average Share Price, and as soon as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option (ii) have an amount in cash equal to the difference between the Share Offer Price and the exercise price per share of each such Purchaser Common Stock Option, less applicable withholding taxes; except in equal to the case aggregate exercise price of certain Italian and German executives identified by the unexercised portion of the Company in writing to Purchaser Stock Option immediately prior to the date hereof with respect Closing Date, divided by the number of shares of Purchaser Common Stock determined pursuant to whom arrangements clause (i), and rounded to the nearest whole cent. Notwithstanding the foregoing, for purposes of calculating the number of shares of Purchase Common Stock pursuant to clause (i), the Average Share Price shall not be made (subject greater than $45.94 nor less than $41.56. A sample calculation pursuant to applicable lawthis Section 2(c) as described is set forth on Schedule 1.2 attached EXHIBIT G hereto. If Purchaser shall reserve a sufficient number of shares of Purchaser Common Stock for issuance upon exercise of such Restated Options, shall cause the shares so issuable to be included in Purchaser's registration statement on Form S-8, and shall cause such registration statement to remain effective until the extent required by Restated Options are exercised, expire or lapse. On the Closing Date, and upon surrender of any outstanding Company Stock Option Agreement, Purchaser and the holder of such outstanding Company Stock Option shall enter into a restated option agreement (a "RESTATED OPTION AGREEMENT") evidencing the Restated Option to which such Company Stock Option relates. In the event any holder of a Company Stock Option Agreement exercises all or a portion of his or its Company Stock Options pursuant to the terms of such Company Stock Option Agreement on or prior to the Option Plans or Closing Date, such holder shall enter an agreement with Purchaser to sell such shares of Company Common Stock issued upon the exercise of such Company Stock Options upon the terms of any Stock Option granted thereunder, the Company shall use its best efforts to obtain the consent of each holder of outstanding Stock Options to the foregoing treatment of such Stock Options and to take any other action necessary to effectuate the foregoing provisions. (b) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment conditions of certain conditions, to purchase all of the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option this Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Section 1.3.

Company Stock Options. (a) As Each outstanding option to purchase shares of Company Common Stock listed in Section 3.03 of the Closing, all outstanding options and other rights Company Disclosure Schedule (as defined below) issued pursuant to acquire shares under the Company's 1993 Long-Term and 1995 Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan Option Plans (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights"), or otherwise set forth in Section 3.03 of the Company Disclosure Schedule (each an "Stock OptionsOption") ), whether or not such Stock Options are then exercisable vested or vestedexercisable, shall vest in fullbe assumed by Parent and shall constitute an option to acquire, on the same terms and conditions (except as set forth herein) as were applicable under such Option, the number of Parent ADSs rounded up or down to the nearest whole share equal to the product of the Specified Percentage multiplied by the number of shares of Company Common Stock subject to such Option immediately prior to the Effective Time, at a price per share equal to the aggregate exercise price for the shares of Company Common Stock subject to such Option divided by the number of Parent ADSs that would be purchasable pursuant to such Option ("Assumed Options"); provided, further, that from and after the Effective Time the Assumed Options shall be vested and fully exercisable. As soon as practicable after the Closing DateEffective Time, but in any event within 5 Business Days thereafter, Purchaser Parent shall pay deliver to holders of Assumed Options an appropriate notice setting forth such holders' rights pursuant thereto and shall deliver appropriate option agreements representing the holder of each outstanding Stock Option an amount in cash equal right to acquire Parent ADSs on the difference between the Share Offer Price same terms and the exercise price per share of each such Stock Option, less applicable withholding taxes; except conditions as contained in the case of certain Italian and German executives identified by the Company in writing to Purchaser prior to the date hereof with respect to whom arrangements shall be made Options (subject to applicable law) as described on Schedule 1.2 attached hereto. If and to the extent any adjustments required by the preceding sentence), upon surrender of the outstanding Options. Parent shall comply with the terms of the Option Plans or the terms of any Stock Option granted thereunder, the Company shall use its best efforts to obtain the consent of each holder of outstanding Stock Options Plan as they apply to the foregoing treatment of such Stock Options and to Assumed Options. Parent shall take any other all corporate action necessary to effectuate reserve for issuance a sufficient number of shares of Parent ADSs for delivery upon exercise of the foregoing provisionsAssumed Options in accordance with this Section 2.06. Parent shall file a registration statement on Form S-8 (bor any successor form) Except as provided in Section 1.2(a)or another appropriate form, the Option Plans shall terminate effective as of the Closing Date Effective Time, with respect to Parent ADSs subject to Assumed Options and any rights under any provisions in any other plan, program shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or arrangement registration statements (other than and maintain the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee current status of the prospectus or prospectuses contained therein) for so long as the Assumed Options remain outstanding. A holder of an Assumed Option Agreement) may exercise such Assumed Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the consideration therefor and the Company giving federal withholding tax information, if any, required in accordance with the Shareholder (or Purchaser as assignee of the related Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Section 1.3Plan.

Company Stock Options. (a) As Immediately prior to the Effective Time, all options then outstanding to purchase shares of Company Common Stock (the “Company Options”) granted under any plan, arrangement or agreement set forth in Section 3.03(a)(i) of the Closing, all outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan Company Disclosure Schedule (each, as amended, an "Option Plan," togethercollectively, the "“Company Stock Option Plans" ”) shall become fully vested and such options and other rights, "Stock Options") exercisable (whether or not such Stock Options are then exercisable vested or vestedsubject to any performance condition that has not been satisfied). At the Effective Time, each Company Option not theretofore exercised, other than a Scheduled Option as hereinafter defined, shall vest be cancelled and, in fullexchange therefor, and each holder of any such cancelled Company Option shall be entitled to receive, as soon promptly as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option an amount in of cash (without interest) (the “Option Amount”) equal to the difference between product of (x) the Share Offer Price and total number of shares of Company Common Stock subject to such Company Option multiplied by (y) the excess of the amount of the per share Merger Consideration over the exercise price per share of each Company Common Stock under such Stock Option, Company Option (with the aggregate amount of such payment rounded to the nearest cent) less applicable withholding taxes; except Taxes, if any, required to be withheld with respect to such payment. After the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment described in the preceding sentences. In the case of certain Italian and German executives a Company Option identified by the Company in writing to Purchaser Buyer prior to the date hereof with respect Closing Date as eligible for the treatment described in this sentence (such Company Options being referred to whom arrangements shall be made (subject to applicable lawherein, in the aggregate, as the “Scheduled Options”) as described on Schedule 1.2 attached hereto. If and that is not exercised prior to the extent required by Effective Time, the holder of such Scheduled Option shall receive, in substitution therefor or as an assumption thereof, an option or options covering stock of Buyer (the “Substitute Options”) with terms similar to the terms of the Scheduled Option Plans or but with such adjustments to the terms of any Stock Option granted thereunderexercise price and other appropriate adjustments as Buyer shall specify. Following the Effective Time, the Company Scheduled Options (except as the same may have been assumed as Substitute Options) shall use its best efforts to obtain not be exercisable, and only the consent of each holder of outstanding Stock Substitute Options to the foregoing treatment of such Stock Options and to take any other action necessary to effectuate the foregoing provisions. (b) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing for the issuance or grant by the Company of any interest in respect of the capital stock of the Company shall be canceled as of the Closing Date. (c) The Company hereby consents and agrees to the assignment and transfer by the Shareholder to Purchaser, at the Closing, of all rights and obligations of the Shareholder under the Option Agreement. Notwithstanding the provisions of Section 9 of the Option Agreement, the Company acknowledges and agrees that the Option Agreement shall remain exercisable in full force and effect and be unaffected by the transactions contemplated by this Agreement and the Shareholders Agreement. Section 1.3accordance with their terms.

Company Stock Options. (a) As Subject to the consummation of the ClosingMerger, all outstanding options and other rights to acquire shares under the Company's 1993 Long-Term Stock Incentive Plan and the Company's Global Employee Stock Purchase Plan (each, as amended, an "Option Plan," together, the "Option Plans" and such options and other rights, "Stock Options") whether or not such Stock Options are then exercisable or vested, shall vest in full, and as soon as practicable after the Closing Date, but in any event within 5 Business Days thereafter, Purchaser shall pay to the holder of each outstanding Stock Option an amount in cash equal to the difference between the Share Offer Price and the exercise price per share of each such Stock Option, less applicable withholding taxes; except in the case of certain Italian and German executives identified by the Company in writing to Purchaser prior to the date hereof with respect to whom arrangements shall be made (subject to applicable law) as described on Schedule 1.2 attached hereto. If and to the extent required by the terms of the Option Plans or the terms of any Stock Option granted thereunderEffective Time, the Company shall use its best efforts to obtain take all necessary action, including obtaining the consent of each holder of outstanding the individual option holders (each, a "Company Optionholder") (i) to terminate the Company's 1992 Incentive Stock Options to the foregoing treatment of such Stock Options Plan and to take any other action necessary to effectuate the foregoing provisions. (b) Except as provided in Section 1.2(a), the Option Plans shall terminate as of the Closing Date and any rights under any provisions in any other plan, program program, agreement or arrangement (other than the option agreement (the "Option Agreement") dated as of November 15, 1993 between the Shareholder (or Purchaser as assignee of the Option Agreement) and the Company giving the Shareholder (or Purchaser as assignee of the Option Agreement) an option, subject to the fulfillment of certain conditions, to purchase all of the Priority Shares) providing for the issuance issuance, grant or grant by the Company purchase of any other interest in respect of the capital stock of the Company shall be canceled (collectively, the "Company Stock Plans"), (ii) to provide that all shares subject to outstanding options to purchase Company Stock granted under the Company Stock Plans (each, a "Time-Vested Stock Option"), other than shares subject to outstanding options to purchase Company Stock granted to the Company's sales personnel under the Company Stock Plans that vest based on Company performance targets and which are not vested by their own terms as of the Closing Date. Effective Time (c) The each, a "Performance-Based Option", and together with a Time-Vested Stock Option, a "Company hereby consents Stock Option"; and agrees the program pursuant to which the Performance-Based Options were granted, being referred to herein as the "Performance Option Plan"), shall become fully vested and exercisable, whether or not previously vested and exercisable prior to the assignment Effective Time, (iii) to exchange all Performance-Based Options prior to the Effective Time for the opportunity to participate in the Performance Bonus Plan (as defined in Section 6.04(d)), and transfer by (iv) to permit each Company Optionholder to exercise all of his Company Stock Options which are vested prior to the Shareholder Effective Time and to Purchasertake all action necessary, at the Closingincluding, of all rights and obligations without limitation, obtaining consents of the Shareholder under Company Optionholder to the Option Agreementextent necessary, to provide that all vested Company Stock Options not so exercised shall be cancelled and that no Company Stock Options will be outstanding after the Effective Time. Notwithstanding Prior to the provisions of Section 9 of the Option AgreementEffective Time, the Company acknowledges and agrees shall cause the administrator of the Company Stock Plan to permit the Company Optionholder to pay the exercise price in respect of his Time-Vested Stock Option by borrowing such amount against the Company Optionholder's respective Initial Merger Consideration as is necessary to pay the exercise price such that the Option Agreement shall remain in full force and effect and Initial Merger Consideration to be unaffected received by the transactions contemplated Company Optionholder shall be reduced by this Agreement and the Shareholders Agreement. Section 1.3amount borrowed to pay the exercise price.