Common use of Employee Stock Options Clause in Contracts

Employee Stock Options. The Company shall (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9

Employee Stock Options. The At the Effective Time (or, at Company's election, prior to expiration of the Amended Offer) all outstanding Options to acquire Shares shall immediately vest and become fully exercisable. At the Effective Time (or, at Company's election, prior to expiration of the Amended Offer) Company shall take such actions as may be necessary to cause each Option with an exercise price of less than the Merger Consideration (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the a "Option PlansLower Priced Option") to be amended to provide that the holder thereof need not tender any exercise price therefor and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior that upon exercise such holder shall receive an amount of cash equal to the consummation product of (x) the Offer without prejudice amount by which the Merger Consideration exceeds the exercise price per Share subject to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancelLower Priced Option, and (by) with respect the number of Shares issuable pursuant to options it does not have the unexercised portion of such Lower Priced Option, less any required withholding of taxes. At such time, all Options other than Lower Price Options shall be converted into a right to cancelreceive, use its reasonable best efforts to obtain the consent upon exercise of such options (including payment of the holder exercise price of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellationoptions), an amount in cash equal to the excessproduct of (x) the Merger Consideration, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by and (y) the number of Shares subject issuable pursuant to the unexercised portion of such option 6 10 (such option, less any required withholding of taxes. Anything to the contrary in this Agreement notwithstanding, no payment shall be made pursuant to this Section 8.5 that would be net inconsistent with and would violate Article 12 of applicable withholding taxes)Company's 1989 Stock Incentive Plan. Prior to the Expiration Date of the Amended Offer Company shall cancel the converging options issued to Richard Conte, Wendy Simpson, James Laughlin, Ronald Odey and Julia Koxxx xxxxx Xxxpaxx'x 0000 Xxxck Xxxxxxxxx Xxxn xxx xxxxx xse itx xxxx xxxxrts to cancel all other converging options issued under Company's 1989 Stock Incentive Plan. The Company shall cancel immediately prior take all action necessary to consummation ensure that following the Effective Time no participant in any Plan shall have any right thereunder to acquire equity securities of the Offer each option outstanding under the ESPP Parent, Company, Sub, Surviving Corporation or any subsidiary thereof or any cash payment with respect thereto, other Stock Plan and shall pay than cash amounts payable to the holder thereof (a) a refund holders of any amount withheld from the holder's compensation Options pursuant to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9this Section 8.5.

Employee Stock Options. The (a) Following the acquisition of Shares ---------------------- pursuant to the Offer and prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions reasonably necessary, in the opinion of the Purchaser, to provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all the outstanding stock options to purchase the Company Common Stock (ithe "Options") terminate each outstanding heretofore granted under any stock option plan for its employees and non-employee directorsor stock incentive plan, including the 1996 Stock Incentive Planincluding, but not limited to, the 1996 Broad-Based Key Employee Stock Plan, the 1997 Non-Employee Director Incentive Plan (the "Option PlansXXXX") and each employee stock purchase plan for its employees and non-employee directors), including of the 1997 Employee Stock Purchase Plan Company (the "ESPP") (collectively the "Stock Plans"), immediately prior ) and all rights (including but not limited to the consummation rights to severance payments) ancillary to any such Option. As of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (Effective Time, each Option, whether or not then vested or exercisable) immediately prior , shall no longer be exercisable for the purchase of shares of Company Common Stock but shall entitle each holder thereof, in cancellation and full settlement therefor, to consummation of the Offera payment in cash (subject to any applicable withholding taxes, the "Cash Payment"), as soon as practicable after the Effective Time, equal to the product of (x) the - total number of shares of Company shall (a) cancel immediately prior Common Stock subject to consummation of the Offer each such option it has the right to cancelOption, whether or not then vested or exercisable, and (by) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent excess of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excessMerger - Consideration, if any, over the exercise price per share of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares Company Common Stock subject to such option 6 10 (such payment Option. Following the acquisition of Shares pursuant to be net of applicable withholding taxes). The Company shall cancel immediately the Offer and prior to consummation the Effective Time, except to the extent provided in Section 3.5(c) in respect of the Offer each option outstanding under Performance Shares (as defined in Section 3.5(c)), the ESPP Company will take all steps to ensure that neither the Company nor any of its subsidiaries is or will be bound by, or have any further obligation (including but not limited to the obligation to pay severance amounts) whatsoever in respect of, any Options or any other Stock Plan and shall pay options, warrants, rights (including without limitation stock appreciation rights) or agreements which would entitle any person, other than the Parent or its affiliates, to the holder thereof (a) a refund of own any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, capital stock of the Per Share Amount over the per-share exercise price for such option, multiplied by the number Surviving Corporation or any of Shares subject its subsidiaries or to such option (such receive any payment to be net of applicable withholding taxes). 2.9in respect thereof or related thereto.

Employee Stock Options. The Company shall (i) terminate Immediately after the Effective Time, each outstanding stock option plan for its employees and non-employee directorsto purchase Shares (in each case, including an "OPTION") granted under the 1996 Target's (a) Incentive Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Option Plan 1Q (Non-Employee Director Qualified), (b) Incentive Stock Option Plan 2Q, (c) Incentive Stock Option Plan 3Q, (d) Incentive Stock Option Plan 4Q, (e) Independent Directors Stock Option Plan (the "5NQ), (f) Stock Option Plans"Plan 6NQ and (g) Exigent International, Inc. Omnibus Stock Option and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Incentive Plan (such plans (a) - (g) being hereinafter collectively referred to as the "ESPP") (collectively the "Stock `Target Option Plans"), that is then exercisable and vested, shall, subject to the Target's receipt of any required consent of the holders of such Options, be cancelled by the Target, and each holder of a cancelled Option shall be entitled to receive from Acquiror Sub at the same time as payment for Shares is made by Acquiror Sub in connection with the Merger, in consideration for the cancellation of such Option, an amount in cash equal to the product of (i) the number of Shares previously subject to such Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Option. Each Option that is not canceled as described above shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Target Option Plan and agreement pursuant to which such Option was issued as in effect immediately prior to the consummation Effective Time, except that (i) each of the Offer without prejudice Shares for which such Option is exercisable shall at the Effective Time be converted into the right to receive an amount in cash equal to the rights of the holders of options awarded pursuant thereto Per Share Amount, and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the such Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay therefore be exercisable for an amount in cash equal to the holder product of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to x) the excess, if any, of the Per Share Amount over the per-share exercise price for such optionOption, multiplied by (y) the number of Shares shares of Target Common Stock previously subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9Option.

Employee Stock Options. The Company shall (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, will use its reasonable best efforts to obtain the consent of the from each holder of a stock option (a "Company Stock Option") outstanding, whether or not exercisable at the Effective Time under the Company's Stock Option Plan and Directors Stock Option Plan (the "Company Stock Option Plans"), such holder's agreement that such option shall be canceled by the Company immediately prior to its the Effective Time. Each holder of a canceled Company Stock Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation and, of such Company Stock Option an amount (the "Option Spread") equal to the product of (i) the number of Shares previously subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to Stock Option and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to ii) the excess, if any, of the Per Share Amount over the per-share exercise price for per share of Company Common Stock previously subject to such optionCompany Stock Option. Each holder of a Company Stock Option shall also be given the right to tender such options, multiplied by whether or not exercisable, pursuant to the Offer and to receive the Option Spread pursuant to the Offer; and each holder of Warrants referred to in Section 3.3 shall also be given the right to tender such Warrants pursuant to the Offer and to receive an amount equal to the product of(i) the number of Shares subject to such option 6 10 (such payment to which may be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation purchased on exercise of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, Warrants and (bii) an amount equal to the excess, if any, of the Per Share Amount over the per-per share exercise price of the Warrants. In any such case, such payment, after reduction for such optionapplicable tax withholding, multiplied by if any, shall be made in cash. Each holder of a Company Stock Option or Warrants shall be given an opportunity to submit a Form W-9 and/or whatever other forms may be necessary to prevent any tax from being withheld from the number of Shares subject amounts otherwise payable to such holder hereunder. The Company shall take all actions necessary and appropriate so that all stock option (such payment or other equity based plans maintained with respect to the Shares, including the Company Plans, shall terminate as of the Effective Time and the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company shall be net deleted as of applicable withholding taxes). 2.9the Effective Time.

Employee Stock Options. (a) With respect to an aggregate of 67,172 options to purchase common stock (the “Options”) currently outstanding and held by Employee, which represent all options issued to Employee prior to May 2016 and 50% of the total number of options issued in May 2016, Employee acknowledges and agrees that, as of the Effective Date, all of Employee’s rights and interests in the Options (which Options do not include those referenced in subpart (b) below), are hereby cancelled. In exchange for the cancellation of the Options (the “Option Cancellation”), Employee shall be entitled to receive, subject to applicable statutory deductions and tax withholdings, a lump sum cash payment in the amount of $50,000 (the “Option Consideration”). As a result of the Option Cancellation, the Options shall have no further force or effect, and Employee shall relinquish all of his rights and interests with respect to the Options. The Option Consideration shall be paid to Employee within four (4) weeks following the Effective Date of this Agreement. (b) With respect to an aggregate of 21,000 options to purchase common stock currently outstanding held by Employee not included in the Options cancelled pursuant subpart (a) above, which represent the remaining balance of exercisable options issued to Employee in May 2016 (the “May Options”), Employee and the Company acknowledge and agree that the Company shall cause a cash payment to be made to Employee to terminate the May Options and pay Employee upon the occurrence of the following events: (i) terminate each outstanding upon notice by Employee to the Company at Employee’s option, at a price equal to 75% of the net-equity value based upon the closing price of the Company’s common stock option plan on the day preceding such notice; or (ii) automatically without notice to the Company at any time if and when the closing price of the Company’s common stock is equal to or greater than $15 (the “Right of Redemption”). The payment shall be paid to Employee as compensation within ten (10) days of Employee’s notice to Company or date Right of Redemption occurs. This Right of Redemption shall continue to exist for a period of one hundred and twenty (120) days following termination of this Agreement, at which time such right shall expire; provided, however, that Employee’s right to Payment and Benefits remains in effect through the Employment Termination Date in accordance with Subparagraph (c) of Paragraph 2 of this Agreement. 4 4. Releases. (a) Employee’s Release of the Company. In consideration for the payments and benefits described above and for other good and valuable consideration, Employee hereby releases and forever discharges the Company, as well as its employees affiliates and non-employee all of their respective directors, including the 1996 Stock Incentive Planofficers, the 1996 Broad-Based Employee Stock Planemployees, the 1997 Non-Employee Director Plan members, agents, and attorneys (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"“Released Parties”), immediately of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, which he ever had, now has, or hereafter may have on account of his employment with the Company prior to the consummation Effective Date, the termination of his employment with the Company, and/or any other fact, matter, incident, claim, injury, event, circumstance, happening, occurrence, and/or thing of any kind or nature which arose or occurred prior to the date when he executes this Agreement, including, but not limited to, any and all claims for wrongful termination; breach of any implied or express employment contract; unpaid compensation of any kind; breach of any fiduciary duty and/or duty of loyalty; breach of any implied covenant of good faith and fair dealing; negligent or intentional infliction of emotional distress; defamation; fraud; unlawful discrimination, harassment; or retaliation based upon age, race, sex, gender, sexual orientation, marital status, religion, national origin, medical condition, disability, handicap, or otherwise; any and all claims arising under arising under Title VII of the Offer without prejudice Civil Rights Act of 1964, as amended (“Title VII”); the Equal Pay Act of 1963, as amended (“EPA”); the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Americans with Disabilities Act of 1990, as amended (“ADA”); the Family and Medical Leave Act, as amended (“FMLA”); the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); the Xxxxxxxx-Xxxxx Act of 2002, as amended (“SOX”); the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”); the Colorado Anti-Discrimination Act, the Colorado Civil Rights Act, the Colorado Labor Peace Act, and the common law of the State of Colorado; and/or any other federal, state, or local law(s) or regulation(s); any and all claims for damages of any nature, including compensatory, general, special, or punitive; and any and all claims for costs, fees, or other expenses, including attorneys' fees, incurred in any of these matters. The Company acknowledges, however, that Employee does not release or waive any rights to contribution or indemnity under this Agreement to which he may otherwise be entitled. The Company also acknowledges that Employee does not release or waive any claims, and that he retains any rights he may have, to any vested 401(k) monies (if any) or benefits (if any), or any other benefit entitlement that is vested as of the Employment Termination Date pursuant to the rights terms of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereofany Company-sponsored benefit plan governed by ERISA. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, Nothing contained herein shall release the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and from its obligations set forth in this Agreement. (b) The Company’s Release of Employee. In consideration for the Release set forth above and for other good and valuable consideration, Company hereby releases and forever discharges the Employee, and its heirs, personal representatives, successors and assigns (the “Employee Released Parties”), of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, which Company ever had, now has, or hereafter may have on account of, relating to or arising out of Employee’s employment with respect the Company prior to options it the Effective Date, and/or any other fact, matter, incident, claim, injury, event, circumstance, happening, occurrence, and/or thing of any kind or nature which arose or occurred prior to the date when Company executes this Agreement; provided however, that Employee shall not be released from any claims asserted by or related to any claims that can be asserted by shareholders of the Company or any regulatory body or authority, including any claim that could be considered within the scope of any release provided herein, including any of the Company’s shareholders in any shareholder derivative action, class claims or similar action brought by any shareholder or on behalf of the Company. Notwithstanding the foregoing, however, in the event that Employee is named as a defendant in any shareholder derivative action or is threatened to be made a party to any such action, Employee shall be entitled to be indemnified by the Company to the full extent permitted by law and shall be provided with coverage to the extent coverage is available under the Company’s directors’ and officers’ liability insurance policies. Moreover, Employee acknowledges that the Company does not have the right release or waive any rights to cancel, use its reasonable best efforts contribution or indemnity under this Agreement to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offerwhich he may otherwise be entitled. In consideration, the Company Nothing contained herein shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes)release Employee from his obligations set forth in this Agreement. The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.95 5.

Employee Stock Options. The Company Prior to the Closing, MLP ---------------------- shall take such action in order that, at the Effective Time, the options (the "Options") granted under (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive MLP's 1998 Option Plan, the 1996 Broad-Based Employee Stock Plan(ii) MLP's Amended and Restated Management Option Plan and (iii) any other option plan, the 1997 Non-Employee Director Plan agreement or arrangement of MLP (collectively, as such plans, agreements or arrangements may have been amended, supplemented or modified from time to time, the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), that would otherwise be unexercised as of immediately prior to the consummation Effective Time, shall be extinguished prior to or at the Effective Time in exchange for a portion of the Offer without prejudice Merger Consideration ("Extinguished Options") or, to the rights extent such Options are exercisable as of or at any time after the Effective Time, converted into the right to receive, for any Option that is not so extinguished ("Unextinguished Options"), upon payment to the Surviving Entity of the exercise price with respect to such Unextinguished Option, solely the same cash consideration (assuming all of the Escrow Amount, including pursuant to Section 6.9(b), as well as any cash reserve to be held by MHC or its Affiliate pursuant to Section 2.3(a), is distributed to the holders of options awarded pursuant thereto the Units as of the Effective Time) and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after number of LLC Units as would have been payable in the date hereof. With respect to options outstanding under the Merger had such Unextinguished Option Plans (whether or not then exercisable) been exercised immediately prior to consummation the Effective Time, net of the Offer, the Company shall any required withholding Tax (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) consideration with respect to options it does not have any Unextinguished Option, the right to cancel, use its reasonable best efforts to obtain the consent "Unextinguished Option Consideration"). All Option Plans shall terminate as of the holder of such option to its cancellation Effective Time and, subject to such consent, cancel such option immediately prior to consummation the Closing, MLP shall take all action necessary to ensure that, following the Effective Time, no participant in any Option Plan shall have any right thereunder to acquire any interests of Parent, MLP, the Surviving Entity or any Subsidiary thereof, except, in the case of any Unextinguished Options, as provided in the immediately preceding sentence. MLP shall take all necessary actions to report and pay over any withholding Taxes associated with the exercise of or payment of any consideration in respect of the OfferExtinguished Options. In considerationThe Surviving Entity shall pay upon the proper exercise of any Unextinguished Options, the Company shall agree to applicable Unextinguished Option Consideration as provided hereinabove and shall take all necessary actions to report and pay over any withholding Taxes associated with such exercise. There shall be deducted from the number of LLC Units deposited with the Paying Agent pursuant to Section 2.3, the holder number of each cancelled option under LLC Units (the Option Plans, upon cancellation of such option and consummation "Reserve Number") that would have been issuable in respect of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excessUnits represented by Unextinguished Options, if any, of the Per Share Amount over the per-share exercise price for had such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel Unextinguished Options been exercised immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan Effective Time. Parent and MLP shall pay agree, prior to the holder thereof (a) a refund Closing, on the amount of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9Reserve Number.

Employee Stock Options. The (a) Notwithstanding anything to the contrary set forth in Section 8.01, prior to the Closing Date (as defined in the Series B Share Subscription Agreement), the Company shall (i) terminate each outstanding stock may adopt an employee share option plan for its employees and non-employee directors, including under which the 1996 Stock Incentive Plan, Company will be authorized to grant a maximum number of share options equal to 1.5% of the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), Ordinary Shares outstanding immediately prior to the consummation Closing (as defined in the Series B Share Subscription Agreement), calculated on a Fully-Diluted basis (the “Pre-Closing Options Pool”). Notwithstanding anything to the contrary set forth in the Amended and Restated Shareholders’ Agreement and the Second Amended and Restated Memorandum and Articles, the majority of the Offer without prejudice directors of the Company (which majority shall include the directors designated by Carlyle and CICC pursuant to the rights Shareholders’ Agreement or the Amended and Restated Shareholders’ Agreement, as applicable) shall have the sole right to determine the granting of the holders of share options awarded pursuant thereto and in the Pre-Closing Options Pool. (iib) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation The majority of the Offer, directors of the Company (which majority shall (ainclude all directors designated by the Investors pursuant to the Amended and Restated Shareholders’ Agreement) cancel immediately prior may adopt an employee share option plan under which the Company will be authorized to consummation grant a maximum number of share options equal to 3.0% of the Offer each Ordinary Shares outstanding on (x) the QPO Date or (y) April 30, 2009, whichever is earlier, calculated on a Fully-Diluted basis (the “Post-Closing Options Pool”); provided that (A) no share options in the Post-Closing Options Pool shall be granted to any of the Controlling Shareholders unless such option it grant has been approved by all directors of the right to cancelCompany designated by the Investors pursuant the Amended and Restated Shareholders’ Agreement, and (bB) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9price

Employee Stock Options. The Company In accordance with the terms of the Target’s 1991 Incentive Stock Option Plan, as amended and the Target’s 1998 Key Employee Stock Option Plan (the “Stock Option Plans”), each outstanding option to purchase Target Common Stock granted under the Stock Option Plans shall, as of the Effective Time, become fully vested regardless of the vesting schedule contained in any stock option agreement or in any of the Stock Option Plans. Each outstanding option to purchase Target Common Stock granted under the Stock Option Plans or otherwise shall be canceled at the Effective Time, and each holder of a canceled option (whether issued pursuant to a Stock Option Plan or otherwise) shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, from the Surviving Corporation, in consideration for the cancellation of such option, an amount in cash equal to the product of (i) terminate each outstanding stock the number of shares of Target Common Stock previously subject to such option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excess, if any, of the Per Share Amount Merger Consideration over the per-share exercise price for such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, per share of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares Target Common Stock previously subject to such option (such payment the “Spread”). The amount of cash to be net delivered to the holder of any such options shall be subject to reduction to satisfy applicable withholding taxes)tax obligations. 2.9With respect to each such option issued by the Target, Target shall take, or cause to be taken, prior to the Effective Time, all such action so that each such option shall be automatically canceled as of the Effective Time and the holders of each such option shall only be entitled to receive from the Surviving Corporation, at the Effective Time or as soon as practicable thereafter, an amount in cash equal to the Spread, if any, in exchange for the cancellation of each such option, subject in each case to applicable withholding tax obligations. Notwithstanding the foregoing, Target may, with the consent of Merger Sub, by separate agreement with one or more holders of such options, agree with such holders on alternate treatment of such options, which may provide for conversion of such options into the right to receive options to purchase Parent Common Stock.

Employee Stock Options. The At the Effective Time (or, at Company's election, prior to expiration of the Amended Offer) all outstanding Options to acquire Shares shall immediately vest and become fully exercisable. At the Effective Time (or, at Company's election, prior to expiration of the Amended Offer) Company shall take such actions as may be necessary to cause each Option with an exercise price of less than the Merger Consideration (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the a "Option PlansLower Priced Option") to be amended to provide that the holder thereof need not tender any exercise price therefor and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior that upon exercise such holder shall receive an amount of cash equal to the consummation product of (x) the Offer without prejudice amount by which the Merger Consideration exceeds the exercise price per Share subject to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancelLower Priced Option, and (by) with respect the number of Shares issuable pursuant to options it does not have the unexercised portion of such Lower Priced Option, less any required withholding of taxes. At such time, all Options other than Lower Price Options shall be converted into a right to cancelreceive, use its reasonable best efforts to obtain the consent upon exercise of such options (including payment of the holder exercise price of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellationoptions), an amount in cash equal to the excessproduct of (x) the Merger Consideration, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by and (y) the number of Shares subject issuable pursuant to the unexercised portion of such option 6 10 (such option, less any required withholding of taxes. Anything to the contrary in this Agreement notwithstanding, no payment shall be made pursuant to this Section 8.5 that would be net inconsistent with and would violate Article 12 of applicable withholding taxes)Company's 1989 Stock Incentive Plan. Prior to the Expiration Date of the Amended Offer Company shall cancel the converging options issued to Richxxx Xxxxx, Xxndx Xxxxxxx, Xxmex Xxxghlin, Ronaxx Xxxx xxx Julix Xxxxx xxxer Company's 1989 Stock Incentive Plan and shall use its best efforts to cancel all other converging options issued under Company's 1989 Stock Incentive Plan. The Company shall cancel immediately prior take all action necessary to consummation ensure that following the Effective Time no participant in any Plan shall have any right thereunder to acquire equity securities of the Offer each option outstanding under the ESPP Parent, Company, Sub, Surviving Corporation or any subsidiary thereof or any cash payment with respect thereto, other Stock Plan and shall pay than cash amounts payable to the holder thereof (a) a refund holders of any amount withheld from the holder's compensation Options pursuant to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9this Section 8.5.

Employee Stock Options. The Company shall At the Effective time, (i) terminate each option to purchase shares of Common Stock outstanding under any employee stock option or compensation plan or arrangement of the Company (except for its employees and non-employee directorsthe Molecular Dynamics, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Inc. 1993 Employee Stock Purchase Plan (the "ESPP") (collectively the "Company Stock PlansPurchase Plan"), immediately prior to the consummation ) that is vested and exercisable (other than any option that becomes vested and exercisable by its terms as a result of the Offer without prejudice to transactions contemplated by the rights of the holders of options awarded pursuant thereto Merger Agreement) shall be canceled, and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of pay each such holder in cash at the Offer Effective Time for each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to determined by multiplying the excess, if any, of the Per $20.50 per Share Amount over the per-share applicable exercise price for per Share of such option, multiplied option by the number of Shares subject shares to which such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereofrelates, and (bii) each option to purchase shares of Common Stock outstanding under any employee stock option or compensation plan or arrangement of the Company (except for the Company Stock Purchase Plan) that is unvested or unexercisable at the Effective Time (each, an amount equal to "Unvested Option") shall be canceled, and Parent shall replace each such Unvested Option with an award (a "Replacement Award") with a total value determined by multiplying the excess, if any, of the Per $20.50 per Share Amount over the per-share applicable exercise price for per Share of such option, multiplied Unvested Option by the number of Shares subject to which such Unvested Option relates. The total value of the Replacement Award shall be payable in cash to the optionee in five installments, with the first such installment (constituting 25% of the Replacement Award) payable at the Effective Time and thereafter, the remaining portion of the Replacement Award shall be paid in four equal installments on the last business day of the third, sixth, ninth and twelfth month following the Effective Time (provided that the optionee shall only be entitled to such option (quarterly payment for any quarter during which such optionee is employed by the Company or its successor as of such quarterly payment to be net of applicable withholding taxesdate). 2.9Each Replacement Award shall represent an unfunded, unsecured obligation of the Company or its successor.

Employee Stock Options. The Company shall (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 1985 ---------------------- Stock Incentive Option Plan, the 1996 Broad-Based Employee 1993 Stock Plan, the 1997 Option Plan and 1988 Non-Employee Director Qualified Stock Option Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") Outside Directors (collectively the "Stock Option Plans"), immediately prior to the consummation of the Offer Effective Time without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Option Plans or otherwise on or after the date hereof. With respect As used hereafter in this Section 2.3, "Options" shall include each stock option granted by the Company, whether pursuant to options outstanding under the Option Plans or otherwise. The Company shall use its best efforts to obtain the consent of each holder of any Options (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options that it does not have the right to cancelcancel to the cancellation of his Options (irrespective of their exercise price), use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to and upon obtaining such consent, shall cancel the options covered by such consent or, in the case of Options that the Company has the right to cancel, shall cancel such option Options, such cancellation (whether or not consent is required therefor) to take effect immediately prior to consummation of the OfferEffective Time. In considerationconsideration of each cancellation of Options, the Company shall agree to and shall pay to such holders, immediately prior to the holder Effective Time, in respect of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation)then exercisable) so cancelled, an amount equal to the excess, if any, of the Per Share Amount Merger Consideration over the per-share exercise price for such optionthereof, multiplied by the number of Shares subject to such option 6 10 (such payment thereto, reduced by the amount of withholding or other taxes required by law to be net withheld (or, in the case of applicable withholding taxesoptions related to limited stock appreciation rights, the Change of Control Value as defined in the Option Plan under which such options were issued). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9.

Employee Stock Options. The Company Corporation will use its ---------------------- commercially reasonable efforts to enter into agreements with the holders of any outstanding employee options to purchase Corporation Common Stock granted under the Corporation's 1997 Incentive Stock Plan ("OPTIONS"), which agreements will provide that they shall be treated as follows: (i) terminate each outstanding stock option plan if a holder has been granted Options to purchase fewer than 1,500 shares of Corporation Common Stock, such Options shall be canceled, for its employees the right to receive at the Effective Time an amount in cash equal to the product of (x) the excess of the Cash Merger Consideration over the exercise price per share of such Option, and non-employee directors, including (y) the 1996 number of shares of Corporation Common Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "subject to such Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of Stock Split (such product to be the Offer without prejudice to the rights of the holders of options awarded pursuant thereto "CASH OPTION CONSIDERATION"); and (ii) grant no additional options if a holder has been granted Options to purchase 1,500 or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans more shares of Corporation Common Stock, fifty percent (whether or not then exercisable50%) immediately prior to consummation of the Offersuch Options shall be canceled, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has for the right to cancel, and (b) receive at the Effective Time the Cash Option Consideration with respect to options it does not have such Options prior to the right to cancel, use its reasonable best efforts to obtain the consent of the holder Stock Split and fifty percent (50%) of such option to its cancellation and, subject to such consent, cancel such option immediately Options shall remain outstanding. If the holders of fewer than 168,750 options (prior to consummation of the Offer. In considerationStock Split) enter into agreements under which they retain Options or otherwise elect to retain Options, the Company shall agree Major Shareholder agrees to and shall pay increase the number of Retained Shares held by him pursuant to Section 2.7(b) above -------------- prior to the holder of each cancelled option under the Option PlansStock Split, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excessdifference between 168,750 and, if anyprior to the Stock Split, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject Options which will remain outstanding after the Effective Time as Options to such option (such payment to be net of applicable withholding taxes)purchase Corporation Common Stock. 2.9The Surviving Corporation shall perform in all respects its obligations under the Option.

Employee Stock Options. The Company Immediately prior to or at the Effective Time, HK shall (i) terminate each outstanding stock option plan for its employees and non-employee directorstake all necessary action to provide that (subject to receipt of the consents referred to in the penultimate sentence of this section 2.8, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"if required), immediately prior to the consummation Effective Time, each outstanding stock option (each, an "Option") granted under the Huffxxx Xxxs Xxx. 1986 Stock Option Plan, as amended (the "Option Plan"), shall be canceled and each holder of a canceled Option shall be entitled to receive from HK, as of such date, in cancellation and settlement of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the OfferOption, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option Option was exercisable immediately prior to its at the time of such cancellation), only an amount equal to the excess, if any, of the Per Share Amount over the per-share per Share exercise price for of such optionOption, multiplied by the number of Shares covered by such Option (the "Option Settlement Amount"), reduced by any applicable withholding taxes or other amounts required by law to be paid or withheld by HK, and (ii) pay to each person who formerly held such an Option the Option Settlement Amount, reduced by such taxes or other amounts; provided, however, that with respect to any person subject to section 16(a) of the Exchange Act, any such option 6 10 (such payment amount to be net of applicable withholding taxes). The Company paid shall cancel immediately prior to consummation be paid as soon as practicable after the first date payment can be made without liability for such person under section 16(b) of the Offer each option outstanding under Exchange Act. Such Options and any rights granted in connection with any such Option shall be canceled upon the ESPP or payment of the Option Settlement Amount. At the Effective Time, any other Stock Plan and shall pay such Options with respect to which the holder thereof has not consented, if necessary, to cancellation in exchange for the receipt of the Option Settlement Amount will be converted into, and thereafter represent only the right to receive, the Option Settlement Amount. Prior to the purchase of Shares pursuant to the Offer, HK shall use its reasonable efforts to (ax) a refund obtain any requisite consents or releases from holders of Options and (y) make any amendments to the terms of the Option Plan or any awards granted thereunder that are necessary in addition to such consents to give effect to the transactions contemplated by this section 2.8. Notwithstanding any other provision of this section 2.8, payment in respect of or delivery of Shares pursuant to the exercise of any amount Options may be withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes)until any necessary consents are obtained. 7 8 2.9

Employee Stock Options. The Company Prior to the Closing, MLP shall take such action in order that, at the Effective Time, the options (the "Options") granted under (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive MLP's 1998 Option Plan, the 1996 Broad-Based Employee Stock Plan(ii) MLP's Amended and Restated Management Option Plan and (iii) any other option plan, the 1997 Non-Employee Director Plan agreement or arrangement of MLP (collectively, as such plans, agreements or arrangements may have been amended, supplemented or modified from time to time, the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), that would otherwise be unexercised as of immediately prior to the consummation Effective Time, shall be extinguished prior to or at the Effective Time in exchange for a portion of the Offer without prejudice Merger Consideration ("Extinguished Options") or, to the rights extent such Options are exercisable as of or at any time after the Effective Time, converted into the right to receive, for any Option that is not so extinguished ("Unextinguished Options"), upon payment to the Surviving Entity of the exercise price with respect to such Unextinguished Option, solely the same cash consideration (assuming all of the Escrow Amount, including pursuant to Section 6.9(b), as well as any cash reserve to be held by MHC or its Affiliate pursuant to Section 2.3(a), is distributed to the holders of options awarded pursuant thereto the Units as of the Effective Time) and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after number of LLC Units as would have been payable in the date hereof. With respect to options outstanding under the Merger had such Unextinguished Option Plans (whether or not then exercisable) been exercised immediately prior to consummation the Effective Time, net of the Offer, the Company shall any required withholding Tax (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) consideration with respect to options it does not have any Unextinguished Option, the right to cancel, use its reasonable best efforts to obtain the consent "Unextinguished Option Consideration"). All Option Plans shall terminate as of the holder of such option to its cancellation Effective Time and, subject to such consent, cancel such option immediately prior to consummation the Closing, MLP shall take all action necessary to ensure that, following the Effective Time, no participant in any Option Plan shall have any right thereunder to acquire any interests of Parent, MLP, the Surviving Entity or any Subsidiary thereof, except, in the case of any Unextinguished Options, as provided in the immediately preceding sentence. MLP shall take all necessary actions to report and pay over any withholding Taxes associated with the exercise of or payment of any consideration in respect of the OfferExtinguished Options. In considerationThe Surviving Entity shall pay upon the proper exercise of any Unextinguished Options, the Company shall agree to applicable Unextinguished Option Consideration as provided hereinabove and shall take all necessary actions to report and pay over any withholding Taxes associated with such exercise. There shall be deducted from the number of LLC Units deposited with the Paying Agent pursuant to Section 2.3, the holder number of each cancelled option under LLC Units (the Option Plans, upon cancellation of such option and consummation "Reserve Number") that would have been issuable in respect of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excessUnits represented by Unextinguished Options, if any, of the Per Share Amount over the per-share exercise price for had such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel Unextinguished Options been exercised immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan Effective Time. Parent and MLP shall pay agree, prior to the holder thereof (a) a refund Closing, on the amount of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9Reserve Number.

Employee Stock Options. The Prior to the Effective Time, the Company shall (i) take all such action as is necessary to terminate each outstanding stock option plan for its employees and non-employee directorsThe 1986 BNH Bancshares, including the 1996 Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, the 1996 Broad-Based Employee and The BNH Bancshares, Inc. Stock Plan, the 1997 Option Plan for Non-Employee Director Plan Directors, each as amended to date (collectively, the "Company Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior and shall provide written notice to each holder of a then outstanding stock option to purchase Shares pursuant to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Company Option Plans (whether or not such stock option is then vested or exercisable) immediately prior to consummation of ), that such stock option shall be, as at the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and that, if such stock option is not exercised or otherwise terminated before the Effective Time, such holder shall be entitled to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon receive in cancellation of such option and consummation of a cash payment from the Offer (whether or not such option was exercisable immediately prior to its cancellation), Company at the Closing in an amount equal to the excess, if any, excess of the Per Share Amount Merger Consideration over the per-per share exercise price for of such stock option, multiplied by the number of Shares covered by such stock option, subject to such option 6 10 (such payment any required withholding of taxes. Subject to be net of applicable withholding taxes)the foregoing, the Company Option Plans and all options issued thereunder shall terminate at the Effective Time. The Company shall cancel immediately prior hereby represents and warrants to consummation of Purchaser that the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the maximum number of Shares subject to such issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not be at or prior to the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option (such payment under the Company Option Plans to be net execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of applicable withholding taxes). 2.9this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit II.

Employee Stock Options. The Company shall (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) cancel immediately prior to consummation of the Offer each such option it has the right to cancel, and (b) with respect to options it does not have the right to cancel, use its reasonable best efforts to obtain the consent of the holder of such option to its cancellation and, subject to such consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the holder thereof (a) a refund of any amount withheld from the holder's compensation to pay the exercise price thereof, and (b) an amount equal to the excess, if any, of the Per Share Amount over the per-share exercise price for such option, multiplied by the number of Shares subject to such option (such payment to be net of applicable withholding taxes). 2.9.