Common use of Option Plans Clause in Contracts

Option Plans. Effective as of the Effective Time, each outstanding employee stock option or right to acquire shares of Class A Common Stock (each, a "Company Stock Option") granted under the Company's 2000 Stock Plan or the Company's Amended and Restated 2002 Stock Plan (together, the "Company Option Plans"), whether or not then exercisable, shall (a) with respect to the portion thereof that is vested immediately prior to the Effective Time in accordance with the terms of the Company Option Plans as in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (i) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before the Effective Time and (ii) the number of shares of Class A Common Stock issuable upon exercise of the vested portion of such Company Stock Option immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by Parent and converted into an option to purchase common stock of Parent, par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of any Company Stock Option (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Option Plan and any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the "Exchange Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use commercial best efforts to maintain the effectiveness of such registration statement and maintain the current status of the prospectus with respect thereto for so long as such options remain outstanding.

Option Plans. Effective as of (a) Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each outstanding employee stock unexpired and unexercised option or right to acquire purchase shares of Class A Company Common Stock (each, each a "Company Stock COMPANY Option") granted under the Company's 2000 Stock Plan or the Company's Amended and Restated 2002 Stock Plan (together, the "Company Option Plans"), whether or not then exercisable, shall (a) with respect to the portion thereof that is vested immediately prior to be automatically converted at the Effective Time in accordance with into an option (each a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock equal to the number of shares of Company Common Stock that could have been purchased under the Company Option multiplied by the Exchange Ratio, at a price per share of Parent Stock equal to the option exercise price determined pursuant to the Company Option divided by the Exchange Ratio and (2) otherwise subject to the same terms and conditions as the Company Option; provided that (i) if the applicable agreement evidencing the Company Option provides for acceleration of vesting of such Company Option upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plans as in effect on Plan shall be amended so that such options may be exercised (A) with respect to those directors of the date Company who do not become directors of this Agreement and upon receipt of any necessary optionholder consentParent, be cancelled in exchange for a single lump sum cash payment equal to (reduced by any applicable withholding tax) until the product earlier of (ix) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, and (iiB) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the number date on which the options expire in accordance with their terms. The date of shares grant of Class A Common Stock issuable a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the vested portion Parent Options all shares of such Company Parent Stock Option immediately before the Effective Time and (b) with respect to the unvested portion thereof (covered thereby and, at or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by Parent and converted into an option to purchase common stock of Parent, par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of any Company Stock Option (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Option Plan and any agreements thereunder immediately prior to the Effective Time, except that, as amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the "Exchange Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall will use commercial best all reasonable efforts to maintain the effectiveness of such the foregoing registration statement (and maintain the current status of the prospectus with respect thereto or prospectuses contained therein) for so long as such options any of the converted Company Options remain outstandingoutstanding and unexercised.

Option Plans. Effective as The Company shall take all necessary actions, including, but not limited to, amendment of the Effective TimeOption Plans (as defined below) and obtaining consents and releases from Option holders, to cause each outstanding employee stock option which is outstanding immediately prior to the earlier to occur (the "OPTION CANCELLATION DATE") of (i) the date on which Purchaser becomes obligated to accept for payment 80% or more of the outstanding Shares in the Offer or (ii) the Effective Time (whether an incentive stock option or a non-qualified stock option) or right to acquire shares of Class A Common Stock Shares (each, a an "Company Stock OptionOPTION") granted under the Company's 2000 1998 Stock Option Plan, 1992 Stock Option Plan or the Company's Amended and Restated 2002 Stock Plan 1992 Non-Employee Director Plan, each as amended (togethercollectively, the "OPTION PLANS") and under the Non-Qualified Stock Option Agreements listed on Section 3.4 of the Company Option PlansDisclosure Schedule (the "NON-PLAN OPTION AGREEMENTS"), whether or not then exercisableexercisable or vested, shall (a) with respect to the portion thereof that is vested immediately prior to the Effective Time Option Cancellation Date, to be cancelled and, in accordance with the terms consideration of such cancellation, the Company shall pay to the holder of each such Option Plans as an amount in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (ia) the excess, if any, of the Common Stock Merger Consideration Offer Price over the per share exercise price of each such Company Stock Option immediately before the Effective Time and (iib) the number of shares of Class A Common Stock issuable upon exercise of the vested portion of Shares subject to such Company Stock Option immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by Parent and converted into an option to purchase common stock of Parent, par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of any Company Stock Option (such payment, if any, to be net of applicable withholding and excise taxes). As soon as practicable on the Option Cancellation Date, the Company shall deliver to Purchaser and Parent a true, correct and complete list of all then outstanding options, whether or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) so converted shall continue to havethen vested, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable exercise price for each such option. The Company Option Plan and any agreements thereunder immediately prior shall take all action to the Effective Time, except ensure that, as of the Effective TimeOption Cancellation Date, (i) each of the Option Plans and Non-Plan Option Agreements shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company Stock Option or any Company Subsidiary shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the "Exchange Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use commercial best efforts to maintain the effectiveness of such registration statement and maintain the current status of the prospectus with respect thereto for so long as such options remain outstandingcancelled.

Option Plans. Effective as of the Effective TimeThe Merger Agreement provides that, each outstanding employee stock option or right to acquire shares of Class A Common Stock (each, a "Company Stock Option") granted under the Company's 2000 Stock Plan or the Company's Amended and Restated 2002 Stock Plan (together, the "Company Option Plans"), whether or not then exercisable, shall (a) with respect to the portion thereof that is vested immediately prior to the Effective Time in accordance with the terms of the Company Option Plans as in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (i) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before the Effective Time and (ii) the number of shares of Class A Common Stock issuable upon exercise of the vested portion of such Company Stock Option immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by Parent and converted into an option to purchase common stock of Parent, par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of any Company Stock Option (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Option Plan and any agreements thereunder immediately prior to the Effective Time, except thateach holder of a Stock Option, as of whether or not then presently exercisable, will be entitled to receive a cash payment from the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of (a) the total number of Shares that were issuable upon exercise of then subject to each such Company Stock Option with an exercise price less than the per Share Merger Consideration and (b) the excess of the per Share Merger Consideration over the exercise price per Share subject to such Stock Option, subject to any required withholding of taxes, and the Stock Options will be canceled and will cease to exist. CVCA Warrants. The Merger Agreement provides that, immediately prior to the Effective Time multiplied by 1.2489 (Time, the "Exchange Ratio")holder of the CVCA Warrants will, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of extent such Company Stock Option so converted shall warrants have not previously been exercised, be entitled to receive a cash payment from Purchaser equal to the quotient determined by dividing product of (a) 47,806 (the total number of Shares then subject to such CVCA Warrants) and (b) the excess of the per Share Merger Consideration over $0.004545 (the exercise price per Share at which subject to the CVCA Warrants). As a condition to such payment, the holder of the CVCA Warrants must provide to Purchaser a written acknowledgment that such payment satisfies in full all of the Company's obligations to such person pursuant to such warrants. Rights Agreement. The Company Stock Option was exercisable has issued Rights pursuant to the Rights Agreement. The Merger Agreement provides that the Company's Board of Directors has taken all necessary action to provide that neither Parent nor Purchaser will become an "Acquiring Person" such that no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Rights Agreement) will occur and that Section 11.1.2 of the Rights Agreement will not be triggered as a result of the announcement, commencement or consummation of the Offer, the execution or delivery of the Merger Agreement or any amendments thereto, the consummation of the Merger, or the consummation of the transactions contemplated by the Merger Agreement. Under the Merger Agreement, the Company has agreed, should Parent or Purchaser so request, to redeem the Rights effective immediately prior to the Effective Time by the Exchange Ratio, rounded up Purchaser's acceptance of Shares for purchase pursuant to the nearest whole centOffer. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use commercial best efforts to maintain the effectiveness of such registration statement and maintain the current status request has been made as of the prospectus with respect thereto for so long as such options remain outstandingdate of this Offer to Purchase.

Option Plans. Effective as of the Effective Time, each outstanding employee stock option or right to acquire shares of Class A Common Stock (each, a "“Company Stock Option"”) granted under the Company's ’s 2000 Stock Plan or the Company's ’s Amended and Restated 2002 Stock Plan (together, the "“Company Option Plans"”), whether or not then exercisable, shall (a) with respect to the portion thereof that is vested immediately prior to the Effective Time in accordance with the terms of the Company Option Plans as in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (i) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before the Effective Time and (ii) the number of shares of Class A Common Stock issuable upon exercise of the vested portion of such Company Stock Option immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by Parent and converted into an option to purchase common stock of Parent, par value $0.01 per share ("“Parent Common Stock"”) in accordance with this Section 2.4. Each unvested portion of any Company Stock Option (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Option Plan and any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the "“Exchange Ratio"”), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use commercial best efforts to maintain the effectiveness of such registration statement and maintain the current status of the prospectus with respect thereto for so long as such options remain outstanding.