Common use of Adjustment Upon Changes in Capitalization Clause in Contracts

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event there is any change in the Common Stock through the declaration of stock dividends, or through recapitalization resulting in a stock split, or combination or exchange of Shares, or otherwise, the Board shall appropriately adjust the number of class of Shares covered by any Option but which are unexercised, as well as the price to be paid therefor so as to equal the same number of Shares that a record holder of an equal number of Shares immediately prior to such event would own or be entitled to receive after the happening of such event. Any such adjustment shall be determined by the Board as to Options other than those held by Directors, but Options held by Directors shall be adjusted in the same manner. In the event of any such change in Company the outstanding Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the likeStock, the type and number of shares or securities subject to Board shall appropriately adjust the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the aggregate number and class of shares available under the Plan. In the case of any such change in the Common Stock, the aggregate option price in each Optionee's Stock Option Agreement of all the Shares covered thereby prior to such change, shall be the aggregate option price for all the shares or other securities substituted for such shares or property that Parent would have received in respect to which such shares are adjusted, and the Option Price per share after such change shall be determined accordingly. In the case of any consolidation of the Bank Holding Company Common Stock if with, or merger of the Bank Holding Company Option had been exercised immediately prior to such event or the record date thereforinto, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement any other corporation (other than pursuant to an event described a consolidation or merger in which the first sentence of this Section 9(a)Bank Holding Company is the continuing corporation), the number or in case of shares any sale or transfer of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its the assets to any personof the Bank Holding Company, other than Parent or any of its Subsidiariesand, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (andparticular, in the event of an election the acquisition of the majority of the Common Stock of the Bank Holding Company by a holding company, the Corporation formed by such consolidation or similar arrangement with respect to the type of consideration to be received by corporation into which the holders of Bank Holding Company shall have been merged or the corporation which shall have acquired such assets or Common Stock, as the case may be (the "Acquiring Corporation"), shall execute and deliver to each Optionee a supplemental stock option agreement providing that the Holder of each Option then outstanding shall have the right, during the period such Option shall be outstanding pursuant to its terms, to exercise such Option (to the extent vested) as to the kind and amount of shares of stock receivable upon such acquisition, consolidation, merger, sale or transfer by a holder, immediately prior to such acquisition, consolidation, merger, sale or transfer, of the total number of shares subject to the foregoing, proper provision Option. Such supplemental stock option agreement shall provide for adjustments which shall be made so that as nearly equivalent as may be practical to the holder adjustments provided for in this Article. The provisions of this Section shall similarly apply to successive acquisitions, consolidations, mergers, sales or transfers. The supplemental stock option agreement shall also provide for the exercise of Options using stock of the Company Option would have corporation which is the same election or similar rights as would the holder subject of the Option. No fractional Shares of the Common Stock shall be issuable on account of any action aforesaid, and the aggregate number of Shares into which Shares then covered by the Option when changed as a result of such action shall be reduced to the largest number of whole shares resulting from such action, unless the Board (or in the event of Company Common Stock for which an acquisition, consolidation, merger, sale or transfer as described above, the Company Option is then exercisableBoard of Directors of the Acquiring Corporation), in its discretion, shall determine to issue scrip certificates. In such event, the scrip certificates shall be in a form and have such terms and conditions as the Board (or the Board of Directors of Acquiring Corporation, as the case may be) in its discretion shall prescribe.

Adjustment Upon Changes in Capitalization. (a) In the event of any change in the Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 2(e) hereof, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiariesSubsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, in the then-outstanding shares of the Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of the Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company the Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of the Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of the Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of the Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in the Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 2(e) hereof, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiariesSubsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of the Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of the Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company the Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of the Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of the Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of the Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on the Company contained in this Agreement or in the Merger Agreement, in the event of any change in the Company Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the shares of Company Common Stock issuable to Parent if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Company Option, Parent shall receive be entitled to receive, for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).Company

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Omega shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Omega would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent in connection with the Merger or into Omega or any of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent in connection with the Merger or Omega or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Omega or any of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent Omega shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-then- outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Online shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Online would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent in connection with the Merger or into Online or any of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent in connection with the Merger or Online or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Online or any of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent Online shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in the Company Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1 of this Agreement, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Cendant shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Cendant would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If In the event that any additional shares of Company Common Stock are issued otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)hereto), the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99increased to equal 19.9% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Cendant or any another direct or indirect wholly-owned subsidiary of its SubsidiariesCendant, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Cendant or one another direct or indirect wholly-owned subsidiary of its subsidiariesCendant, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Cendant or any another direct or indirect wholly-owned subsidiary of its SubsidiariesCendant, then, and in each such case, the Company shall immediately so notify Cendant, and the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein. Cendant shall, Parent shall upon exercise of the Option, receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company the Corel Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1 of this Agreement, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Inprise shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Inprise would have received in respect of the Company Corel Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If In the event that any additional shares of Company Corel Common Stock are issued otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)hereto), the number of shares of Company Corel Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99increased to equal 19.9% of the number of shares of Company Corel Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Corel shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Inprise or any another direct or indirect wholly-owned subsidiary of its SubsidiariesInprise, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Inprise or one another direct or indirect wholly-owned subsidiary of its subsidiariesInprise, to merge into Company Corel and Company Corel shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company the Corel Common Stock shall be changed into or exchanged for stock or other securities of Company Corel or any other person or cash or any other property or the outstanding shares of Company the Corel Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Inprise or any another direct or indirect wholly-owned subsidiary of its SubsidiariesInprise, then, and in each such case, Corel shall immediately so notify Inprise, and the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein. Inprise shall, Parent shall upon exercise of the Option, receive for each Company Corel Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company the Corel Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company the Corel Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company the Corel Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of dividend, stock dividendssplit, splitssplit-up, mergers (other than the Merger)recapitalization, recapitalizationsreclassification, combinationscombination, exchange of shares or the likesimilar transaction or event with respect to Common Stock, the type and number of shares or securities subject to the Company Option, Option and the Exercise Price per sharetherefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent GBB shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent GBB would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event event, or the record date thereforthereof, as applicable. If additional any shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a5(a)), the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it that, after such issuance, it, together with any shares of Common Stock previously issued to GBB pursuant hereto, equals 19.99% 19.9 percent of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company this Option. (b) In the event that Company shall PBC, shall, prior to the Expiration Date, enter in an agreement: (i) to consolidate with or merge into any person, other than Parent GBB or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Parent GBB or one of its subsidiaries, to merge into Company PBC and Company PBC shall be the continuing or surviving corporation, but, in connection with such merger, the then-then outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company PBC or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% 50 percent of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent GBB or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which be converted into, or exchanged for, an option (the Company Option has not been exercised an amount "Substitute Option"), at the election of consideration GBB, of either (x) the Succeeding Corporation (as defined below), (y) any person that controls the Succeeding Corporation, or (z) in the case of a merger described in clause (ii), PBC (in each case, such person being referred to as the "Substitute Option Issuer.") (c) The Substitute Option shall have the same terms as the Option, provided, that, if the terms of the Substitute Option cannot, for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to GBB. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the form as this Agreement, which shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of and shares of the Substitute Common Stock (as hereinafter defined) as is equal to the per share amount of consideration that would be received Assigned Value (as hereinafter defined) multiplied by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Option Price") shall then be equal to the Exercise Price multiplied by a fraction in which the numerator is the number of shares of the Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is then exercisable). (e) The following terms have the meanings indicated:

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Mediconsult Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company OptionMediconsult Warrant, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Andrx shall receive, upon exercise of the Company OptionMediconsult Warrant, the number and class of shares or other securities or property that Parent Andrx would have received in respect of the Company Mediconsult Common Stock if the Company Option Mediconsult Warrant had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Mediconsult shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent in connection with the Merger or into Andrx or any of its Subsidiariessubsidiaries or Affiliates, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent in connection with the Merger or Andrx or one of its subsidiariessubsidiaries or Affiliates, to merge into Company Mediconsult and Company Mediconsult shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Mediconsult Common Stock shall be changed into or exchanged for stock or other securities of Company Mediconsult or any other person or cash or any other property or the outstanding shares of Company Mediconsult Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Andrx or any of its Subsidiariessubsidiaries or Affiliates, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent Andrx shall receive for each Company Mediconsult Share with respect to which the Company Option Mediconsult Warrant has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Mediconsult Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Mediconsult Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option Mediconsult Warrant would have the same election or similar rights as would the holder of the number of shares of Company Mediconsult Common Stock for which the Company Option Mediconsult Warrant is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In Without limitation to any restriction on LaSalle contained in this Agreement or in the Business Combination Agreement, in the event of any change in Company LaSalle Common Stock Shares by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, amalgamations, recapitalizations, subdivisions, conversions, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company LaSalle Option, and the Exercise Price per shareOption Share provided in Section 1, shall be adjusted appropriatelyappropriately to restore to Trenwick its rights hereunder, and proper provision shall be made in including the agreements governing such transaction so that Parent shall receive, upon exercise right to purchase from the LaSalle (or its successors) shares of LaSalle Common Shares representing 19.9% of the Company Option, outstanding LaSalle Common Shares for the number and class aggregate Exercise Price calculated as of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described as provided in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option1. (b) In the event that Company LaSalle shall enter in into an agreement: (i) to consolidate with merge or merge amalgamate into any person, other than Parent Trenwick or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation consolidation, merger or mergeramalgamation; (ii) to permit any person, other than Parent Trenwick or one of its subsidiaries, to merge or amalgamate into Company LaSalle and Company LaSalle shall be the continuing or surviving corporation, but, in connection with such mergermerger or amalgamation, the then-outstanding shares of Company LaSalle Common Stock Shares shall be changed into or exchanged for stock or other securities of Company LaSalle or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Trenwick or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the LaSalle Option, Parent Trenwick shall receive be entitled to receive, for each Company Share share of LaSalle Common Shares with respect to which the Company LaSalle Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company LaSalle Common Stock less the Exercise Price Shares (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company LaSalle Common StockShares, subject to the foregoing, proper provision shall be made so that the holder of the Company LaSalle Option would have the same election or similar rights as would the holder of the number of shares of Company LaSalle Common Stock Shares for which the Company LaSalle Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Target Common Stock Shares by reason of stock dividends, splitssplit-ups, mergers (other than the Merger), recapitalizations, combinations, exchange exchanges of shares or the like, the type and number of shares or securities subject to the Company Target Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Acquiror shall receive, upon exercise of the Company Target Option, the number and class of shares or other securities or property that Parent Acquiror would have received in respect of the Company Target Common Stock Shares if the Company Target Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Target shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Acquiror or any one of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Acquiror or one of its subsidiariesSubsidiaries, to merge into Company and Company Target whereby Target shall be the continuing or surviving corporation, but, in connection with corporation and the Target Common Shares outstanding immediately prior to such merger, the then-outstanding shares of Company Common Stock merger shall be changed into or exchanged for stock or other securities of Company Target or any other person or cash or any other property property, or the outstanding shares of Company Target Common Stock Shares immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Acquiror or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent Acquiror shall receive for each Company Target Share with respect to which the Company Target Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Target Common Stock Share less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Target Common StockShares, subject to the foregoing, proper provision shall be made so that the holder of the Company Target Option would have the same election or similar rights as would the holder of the number of shares of Company Target Common Stock Shares for which the Company Target Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In If at any time during the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than period when the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to Option may be exercised the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made declare a dividend payable in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after (or any security convertible into or granting rights to purchase shares of Company Stock) or split the date then outstanding shares of this Agreement (other than pursuant to an event described in the first sentence Company Stock into a greater number of this Section 9(a))shares, the number of shares of Company Common Stock subject to which may be purchased upon the exercise of the Option at the time of the record date for such dividend or at the time of such stock split shall be proportionately increased and the Option Price per share proportionately decreased as of such time, and, conversely, if at any time the Company Option will be adjusted so that it equals 19.99% shall reduce the number of outstanding shares of Company Stock by combining such shares into a smaller number of shares, the number of shares of Company Common Stock then issued which may be purchased upon the exercise of the Option shall at the time of such action be proportionately decreased and outstanding, without giving effect to any shares subject to or issued pursuant to the Company OptionOption Price per share proportionately increased. (b) In If the event that Company shall enter in an agreement: (i) to consolidate consolidates or merges with or merge into any person, other than Parent another corporation (whether or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing surviving entity), or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer sells all or substantially all of its assets to any personas part of a reorganization within the meaning of Code Section 368, other than Parent or any of reclassifies or reorganizes its Subsidiariescapital structure (except a stock dividend, thensplit, and in each such caseor combination covered by subparagraph 7(a) hereof, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for subject to the Option shall be increased or decreased to reflect the number of shares which the Optionee would have been entitled to receive in connection with such transaction if the shares of Company Stock subject to the Option had been issued and held by Optionee on the date immediately prior to the date the transaction is consummated (the “Transaction Date”). Notice of such consolidation, merger, sale, reclassification, or reorganization and of said provisions proposed to be made shall be mailed to Optionee not less than 15 days prior to such Transaction Date. As a condition to any reorganization, reclassification, consolidation, merger, or sale, in which the Company is not the survivor, the Company or any successor, surviving, or purchasing corporation, as the case may be, shall agree that it is bound by the Option, that it will satisfy all of the obligations of the Company hereunder, and that Optionee shall have the right, upon exercise of the Option is then exercisableon the terms and conditions hereof, to receive the kind and amount of stock, securities, or assets receivable upon such reorganization, reclassification, consolidation, merger, or sale, including the number of shares of Company Stock issuable upon exercise of the Option immediately prior to such reorganization, reclassification, consolidation, merger, or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this subparagraph 7(b). Notwithstanding the foregoing provisions of this subparagraph 7(b), in the event of any such consolidation, merger, sale, reclassification or reorganization, the Board, or its designated committee, may, in its discretion and upon at least 15 days’ advance notice to Optionee, cancel the Option and pay to Optionee the value of the Option based upon the price per share of Company Stock received or to be received by other shareholders of the Company in the transaction provided, that if at the time of the transaction, the Option Price of the Option equals or exceeds the price paid or to be paid for a share of Company Stock in connection with the transaction, the Board, or its designated committee, may cancel the Option without the payment of any consideration therefor.

Adjustment Upon Changes in Capitalization. (aA) In Without limiting any restriction on the Company contained in this Agreement or in the Merger Agreement, in the event of any change in the Company Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares spin-off or other change in the likecorporate or capital structure of the Company which could have the effect of diluting or otherwise diminishing Paragon's rights hereunder (including any issuance of Company Common Stock or other equity security of the Company at a price below the fair value thereof), the type and number of shares or securities subject to the Company Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent Paragon shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Paragon would have received in respect of the shares of Company Common Stock issuable to Paragon if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (bB) In the event that the Company shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent Paragon or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Paragon or one of its subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Paragon or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Company Option, Parent Paragon shall receive be entitled to receive, for each share of Company Share Common Stock with respect to which the Company Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price upon consummation of such transaction (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on Grantor contained in this Agreement or in the Merger Agreement, in the event of any change in Company Grantor Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers reclassification, merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company Grantor Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent Grantee shall receive, upon exercise of the Company Grantor Option, the number and class of shares or other securities or property that Parent Grantee would have received in respect of the Company shares of Grantor Common Stock issuable to Grantee if the Company Grantor Option had been exercised immediately prior to such event or the record date thereforthereof, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Grantor shall enter in into an agreement: (i) to consolidate with or merge merger into any person, other than Parent Grantee or any one of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Grantee or one of its subsidiariesSubsidiaries, to merge into Company Grantor and Company Grantor shall be the continuing or surviving corporation, but, in connection with such merger, the then-then outstanding shares of Company Grantor Common Stock shall be changed into or exchanged for stock or other securities of Company Grantor or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Grantee or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that the Grantor Option upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect to which the Company of Common Stock if Grantor Option has not had been exercised an amount of consideration in immediately prior to such consoliation, merger, sale or transfer or the form of record date therefor, as applicable and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, make any other necessary adjustments subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable)Section 2(f) hereof.

Adjustment Upon Changes in Capitalization. (a) In Without limitation to any restriction on Trenwick contained in this Agreement or in the Business Combination Agreement, in the event of any change in Company Trenwick Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, amalgamations, recapitalizations, subdivisions, conversions, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Trenwick Option, and the Exercise Price per shareOption Share provided in Section 1, shall be adjusted appropriatelyappropriately to restore to LaSalle its rights hereunder, and proper provision shall be made in including the agreements governing such transaction so that Parent shall receive, upon exercise right to purchase from the Trenwick (or its successors) shares of Trenwick Common Stock representing 19.9% of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company outstanding Trenwick Common Stock if for the Company Option had been exercised immediately prior to such event or the record date therefor, aggregate Exercise Price calculated as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described as provided in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option1. (b) In the event that Company Trenwick shall enter in into an agreement: (i) to consolidate with merge or merge amalgamate into any person, other than Parent LaSalle or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation consolidation, merger or mergeramalgamation; (ii) to permit any person, other than Parent LaSalle or one of its subsidiaries, to merge or amalgamate into Company Trenwick and Company Trenwick shall be the continuing or surviving corporation, but, in connection with such mergermerger or amalgamation, the then-outstanding shares of Company Trenwick Common Stock shall be changed into or exchanged for stock or other securities of Company Trenwick or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent LaSalle or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Trenwick Option, Parent LaSalle shall receive be entitled to receive, for each Company Share share of Trenwick Common Stock with respect to which the Company Trenwick Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Trenwick Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Trenwick Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Trenwick Option would have the same election or similar rights as would the holder of the number of shares of Company Trenwick Common Stock for which the Company Trenwick Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of there is any change in Company the Common Stock by reason of the Company through the declaration of stock dividends, splitsor through recapitalization resulting in a stock split, mergers (other than the Merger), recapitalizations, combinations, or combination or exchange of shares of Common Stock, or the likeotherwise, the type and number Board of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise Directors of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), shall appropriately adjust the number of shares covered by the Option but which are unexercised, and the Option price payable therefor, so as to equal the same number of Company Common Stock subject to the Company Option will be adjusted so shares that it equals 19.99% a record holder of the an equal number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall event would own or be entitled to receive after the happening of such merger represent less than 50% event and so as to provide for the same aggregate Option price as was payable for such shares before such adjustment. In the case of any consolidation of the outstanding shares and share equivalents Company with, or merger of the merged company; Company into, any other corporation (other than a consolidation or (iii) to sell merger in which the Company is the continuing corporation), or otherwise in case of any sale or transfer of all or substantially all of its the assets to any personof the Company, other than Parent or any of its Subsidiariesand, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (andparticular, in the event of an election the acquisition of the majority of the Common Stock of the Company by a holding company, the Corporation formed by such consolidation or similar arrangement with respect to the type of consideration to be received by corporation into which the holders of Company shall have been merged or the corporation which shall have acquired such assets or Common Stock, as the case may be (the "ACQUIRING CORPORATION"), shall execute and deliver to the Optionee a supplemental stock option agreement providing that the Optionee shall have the right, during the period that the Option is outstanding, to exercise the Option (to the extent otherwise exercisable hereunder) as to the kind and amount of shares of stock receivable upon such acquisition, consolidation, merger, sale or transfer by a holder, immediately prior to such acquisition, consolidation, merger, sale or transfer, of the total number of shares subject to the foregoing, proper provision Option. Such supplemental stock option agreement shall provide for adjustments which shall be made so that as nearly equivalent as may be practical to the holder adjustments provided for herein. The provisions of this paragraph shall similarly apply to successive acquisitions, consolidations, mergers, sales or transfers. No fractional shares of the Common Stock shall be issuable on account of any action aforesaid, and the aggregate number of shares into which shares then covered by the Option shall be reduced when changed as a result of such action shall be the largest number of whole shares resulting from such action, unless the Board of Directors of the Company Option would have (or in the same election event of an acquisition, consolidation, merger, sale or similar rights transfer as would described above, the holder Board of Directors of the number Acquiring Corporation), in its discretion, shall determine to issue scrip certificates. In such event, the scrip certificates shall be in a form and have such terms and conditions as the Board of shares Directors of Company Common Stock for which the Company Option is then exercisable)(or the Board of Directors of Acquiring Corporation, as the case may be) in its discretion shall prescribe.

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on USR contained in this Agreement or in the Merger Agreement, in the event of any change in Company USR Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company USR Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent 3Com shall receive, upon exercise of the Company USR Option, the number and class of shares or other securities or property that Parent 3Com would have received in respect of the Company shares of USR Common Stock issuable to 3Com if the Company USR Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company USR shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent 3Com or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent 3Com or one of its subsidiaries, to merge into Company USR and Company USR shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company USR Common Stock shall be changed into or exchanged for stock or other securities of Company USR or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent 3Com or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the USR Option, Parent 3Com shall receive be entitled to receive, for each Company Share share of USR Common Stock with respect to which the Company USR Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company USR Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company USR Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company USR Option would have the same election or similar rights as would the holder of the number of shares of Company USR Common Stock for which the Company USR Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In If the event of Option shall be exercised subsequent to any change in Company Common Stock by reason of stock dividendssplit, splitsstock dividend, mergers (other than the Merger)recapitalization, recapitalizations, combinations, exchange combination of shares of the Company, or other similar event occurring after the likedate hereof, then the type and number of shares or securities subject to Holder exercising the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Option shall receive, for the aggregate price paid upon exercise of the Company Optionexercise, the aggregate number and class of shares or other securities or property that Parent which the Holder would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event stock split, stock dividend, recapitalization, combination of shares, or the record date therefor, as applicableother similar event. If additional shares any adjustment under this paragraph 6(a) would create a fractional share of Company Common Stock are issued after the date or a right to acquire a fractional share of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a))Common Stock, such fractional share shall be disregarded and the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99% of the next higher number of shares of Company Common Stock then issued and outstandingshares, without giving effect to any shares subject to or issued rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(a), the Company Optionshall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent If all or any portion of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company Option shall be the continuing or surviving corporation, but, in connection with such exer- cised subsequent to any merger, consolidation, exchange of shares, separation, reorganization or liquidation of the then-outstanding Company or other similar event occurring after the date hereof, as a re- sxxx of which shares of Company Common Stock shall be changed into the same or exchanged for stock a different number of shares of the same or other another class or classes of securities of the Company or any other person or cash or any other property or another entity, then the outstanding Holder exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares of Company Common Stock which the Holder would have received if the Option had been exercised immediately prior to such merger shall after such merger represent less than 50% merger, consolidation, exchange of the outstanding shares and share equivalents of the merged company; shares, separation, reorganization or (iiiliquidation, or other similar event. If any adjustment under this paragraph 6(b) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one create a fractional share of Company Common Stock less the Exercise Price (and, in the event or a right to ac- quire a fractional share of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision such fractional share shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of disregarded and the number of shares subject to this Op- tion shall be the next higher number of Company Common Stock for which shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this paragraph 6(b), the Company Option is then exercisable)shall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such ad- justment was calculated.

Adjustment Upon Changes in Capitalization. (a) In If all or any portion of the event of Option shall be exercised subsequent to any change in Company Common Stock by reason of stock dividendssplit, splitsstock dividend, mergers (other than the Merger)recapitalization, recapitalizations, combinations, exchange combination of shares of the Company, or other similar event occurring after the likedate hereof, then the type and number of shares or securities subject to Holder exercising the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Option shall receive, for the aggregate price paid upon exercise of the Company Optionexercise, the aggregate number and class of shares or other securities or property that Parent which the Holder would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event stock split, stock dividend, recapitalization, combination of shares, or the record date therefor, as applicableother similar event. If additional shares any adjustment under this Section 7(a) would create a fractional share of Company Common Stock are issued after the date or a right to acquire a fractional share of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a))Common Stock, such fractional share shall be disregarded and the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99% of the next higher number of shares of Company Common Stock then issued and outstandingshares, without giving effect to any shares subject to or issued rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(a), the Company Optionshall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent If all or any portion of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company Option shall be the continuing or surviving corporation, but, in connection with such exercised subsequent to any merger, consolidation, exchange of shares, separation, reorganization or liquidation of the then-outstanding Company or other similar event occurring after the date hereof, as a result of which shares of Company Common Stock shall be changed into the same or exchanged for stock a different number of shares of the same or other another class or clas- ses of securities of the Company or any other person or cash or any other property or another entity, then the outstanding Holder exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares of Company Common Stock which the Holder would have received if the Option had been exercised immediately prior to such merger shall after such merger represent less than 50% merger, consolidation, exchange of the outstanding shares and share equivalents of the merged company; shares, separation, reorganization or (iiiliquidation, or other similar event. If any adjustment under this Section 7(b) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one create a fractional share of Company Common Stock less the Exercise Price (and, in the event or a right to acquire a fractional share of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision such fractional share shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of disregarded and the number of shares subject to this Option shall be the next higher number of Company Common Stock for which shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(b), the Company Option is then exercisable)shall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of a stock dividendsdividend, splitssplit-up, mergers (other than the Merger)merger, recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likesimilar transaction, the type and number of shares or securities subject to the Company Option, and the Exercise Price per sharetherefor, shall will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction so that Parent shall receive, KDT will receive upon exercise of the Company Option, Option the number and class of shares or other securities or property that Parent KDT would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a))Agreement, the number of shares of Company Common Stock subject to the Company Option will be adjusted so that that, after such issuance, it equals 19.9919.9% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Company shall enter in enters into an agreement: agreement (i) to consolidate with or merge into any personPerson, other than Parent Photobition or any one of its Subsidiaries, and shall the Company will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any personPerson, other than Parent Photobition or one of its subsidiariesSubsidiaries, to merge into the Company and the Company shall will be the continuing or surviving corporation, but, but in connection with such merger, the then-outstanding shares of Company Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other person Person or cash or any other property property, or the outstanding shares of Company Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Parent Photobition or any one of its Subsidiaries, then, and in each such case, subject to clause (c) below, the agreement governing such transaction shall make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Photobition would have received in respect of Company Share with respect Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale or transfer, or the record date therefor, as applicable. (c) If the Company enters into any agreement pursuant to which all outstanding shares of Company Common Stock are to be purchased for, or converted into the right to receive, cash (a "Transaction"), the Company covenants that proper provision will be made in such agreement to provide that, if the Option has shall not theretofore have been exercised exercised, then upon the closing of the Transaction (which in the case of a Transaction involving a tender offer will be when shares of Company Common Stock are accepted for payment), KDT will receive in exchange for the cancellation of the Option an amount of consideration in the form of and cash equal to the per share Cash Consideration. For purposes of this Agreement, the term "Cash Consideration" means the difference between (A) the amount of consideration that would be received by the holder of one cash per share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the a holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which in the Company Option is then exercisable)Transaction and (B) the Exercise Price.

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Arrow shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Arrow would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Arrow or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Arrow or one of its subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Arrow or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).agreement

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Arrow shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Arrow would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Arrow or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Arrow or one of its subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Arrow or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall Arrow shall, upon exercise of the Company Option, receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of a stock dividendsdividend, splitssplit-up, mergers (other than the Merger)merger, recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likesimilar transaction, the type and number of shares or securities subject to the Company Option, and the Exercise Price per sharetherefor, shall will be adjusted appropriately, and proper provision shall will be made in the agreements governing such transaction so that Parent shall receive, KDT will receive upon exercise of the Company Option, Option the number and class of shares or other securities or property that Parent KDT would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If any additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a))Agreement, the number of shares of Company Common Stock subject to the Company Option will be adjusted so that that, after such issuance, it equals 19.9919.9% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Company shall enter in enters into an agreement: agreement (i) to consolidate with or merge into any personPerson, other than Parent Photobition or any one of its Subsidiaries, and shall the Company will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any personPerson, other than Parent Photobition or one of its subsidiariesSubsidiaries, to merge into the Company and the Company shall will be the continuing or surviving corporation, but, but in connection with such merger, the then-outstanding shares of Company Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other person Person or cash or any other property property, or the outstanding shares of Company Common Stock outstanding immediately prior to the consummation of such merger shall will, after such merger merger, represent less than 50% of the outstanding shares and share equivalents voting securities of the merged company; , or (iii) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Parent Photobition or any one of its Subsidiaries, then, and in each such case, subject to clause (c) below, the agreement governing such transaction shall make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share be converted into, or exchanged for, an option with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).identical terms appropriately adjusted

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on 3Com contained in this Agreement or in the Merger Agreement, in the event of any change in Company 3Com Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company 3Com Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent USR shall receive, upon exercise of the Company 3Com Option, the number and class of shares or other securities or property that Parent USR would have received in respect of the Company shares of 3Com Common Stock issuable to USR if the Company 3Com Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company 3Com shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent USR or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent USR or one of its subsidiaries, to merge into Company 3Com and Company 3Com shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company 3Com Common Stock shall be changed into or exchanged for stock or other securities of Company 3Com or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent USR or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the 3Com Option, Parent USR shall receive be entitled to receive, for each Company Share share of 3Com Common Stock with respect to which the Company 3Com Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company 3Com Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company 3Com Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company 3Com Option would have the same election or similar rights as would the holder of the number of shares of Company 3Com Common Stock for which the Company 3Com Option is then exercisable).

Adjustment Upon Changes in Capitalization. (aA) In Without limiting any restriction on Paragon contained in this Agreement or in the Merger Agreement, in the event of any change in Company Paragon Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares shares, spin-off or other change in the likecorporate or capital structure of Paragon which could have the effect of diluting or otherwise diminishing the Company's rights hereunder (including any issuance of Paragon Common Stock or other equity security of Paragon at a price below the fair value thereof), the type and number of shares or securities subject to the Company Paragon Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent the Company shall receive, upon exercise of the Company Paragon Option, the number and class of shares or other securities or property that Parent the Company would have received in respect of the Company shares of Paragon Common Stock issuable to the Company if the Company Paragon Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (bB) In the event that Company Paragon shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent the Company or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent the Company or one of its subsidiaries, to merge into Company Paragon and Company Paragon shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Paragon Common Stock shall be changed into or exchanged for stock or other securities of Company Paragon or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent the Company or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Paragon Option, Parent the Company shall receive be entitled to receive, for each Company Share share of Paragon Common Stock with respect to which the Company Paragon Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Paragon Common Stock less the Exercise Price upon consummation of such transaction (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Paragon Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Paragon Option would have the same election or similar rights as would the holder of the number of shares of Company Paragon Common Stock for which the Company Paragon Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Target Common Stock by reason of stock dividendsdividend, splitssplit-up, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the like, the type and number of shares or securities subject to the Company Target Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Acquiror shall receive, upon exercise of the Company Target Option, the number and class of shares or other securities or property that Parent Acquiror would have received in respect of the Company Target Common Stock if the Company Target Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter Target enters in an agreement: (i) to consolidate with or merge into any personPerson, other than Parent Acquiror or any one of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any personPerson, other than Parent Acquiror or one of its subsidiariesSubsidiaries, to merge into Company and Company Target whereby Target shall be the continuing or surviving corporation, but, in connection with such merger, corporation and the then-outstanding shares of Company Target Common Stock outstanding immediately prior to such merger shall be changed into or exchanged for stock or other securities of Company Target or any other person or cash or any other property property, or the outstanding shares of Company Target Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Parent Acquirer or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent Acquiror shall receive for each Company Target Share with respect to which the Company Target Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Target Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Target Common Stock, subject to the foregoing, proper provision shall be made so that the Acquiror, as holder of the Company Option Target Option, would have the same election or similar rights as would the holder of the number of shares of Company Target Common Stock for which the Company Target Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company the Common Stock Shares by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type percentage and number class of shares or securities subject to the Company Option, and the Exercise Price per shareshare provided in Section 1 of this Agreement, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Diebold shall receivereceive and accept, upon exercise of the Company Option, the number percentage and class of shares or other securities or property that Parent Diebold would have received in respect of the Company Common Stock Shares if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in an agreement: (i) to consolidate with or merge into any personPerson, other than Parent Diebold or any another direct or indirect wholly-owned subsidiary of its SubsidiariesDiebold, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any personPerson, other than Parent Diebold or one another direct or indirect wholly-owned subsidiary of its subsidiariesDiebold, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock Shares shall be changed into or exchanged for stock or other securities of the Company or any other person Person or cash or any other property Property or the outstanding shares of Company Common Stock Shares immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Parent Diebold or any another direct or indirect wholly-owned subsidiary of its SubsidiariesDiebold, then, and in each such case, the Company shall immediately so notify Diebold, and the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinherein Diebold shall, Parent shall upon exercise of the Option, receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company a Common Stock Share less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common StockShares, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock Shares for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on the Company contained in this Agreement or in the Merger Agreement, in the event of any change in the Company Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the shares of Company Common Stock issuable to Parent if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Company Option, Parent shall receive be entitled to receive, for each share of Company Share Common Stock with respect to which the Company Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In If at any time during the event of any change in Company Common Stock by reason of stock dividends, splits, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the likeperiod when this Option may be exercised, the type and Bank shall declare or pay a dividend(s) payable in shares of its Stock (or any security convertible into or granting rights to purchase shares of such Stock) or split the then outstanding shares of its Stock into a greater number of shares or securities subject to the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a))shares, the number of shares of Company Common Stock subject to which may be purchased upon the Company exercise of this Option will in effect at the time of taking a record for such dividend or at the time of such stock split shall be adjusted so that it equals 19.99% proportionately increased and the exercise price per share proportionately decreased as of such time; and conversely, if at any time the Bank shall reduce the number of outstanding shares of its Stock by combining such shares into a smaller number of shares, the number of shares which may be purchased upon the exercise of Company Common Stock then issued this Option at the time of such action shall be proportionately decreased and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Optionexercise price per share proportionately increased as of such time. (b) In If the event that Company shall enter in an agreement: (i) to consolidate Bank consolidates or merges with or merge into any person, other than Parent another corporation (whether or any of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company Bank shall be the continuing surviving entity), or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer sells all or substantially all of its assets as part of a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, or reclassifies or reorganizes its capital structure (except a stock dividend, split, or combination covered by subparagraph (a) hereof), the number of shares subject to Option shall be. increased or decreased to reflect the number of shares to which the Optionee would have been entitled to receive in connection with such transaction if the shares subject to this Option had been issued and held by Optionee on the record date for such transaction. Notice of such consolidation, merger, sale, reclassification, or reorganization and of said provisions proposed to be made shall be mailed to the Optionee not less than (30) days prior to such record date. As a condition to any personreorganization, other than Parent reclassification, consolidation, merger or sale, in which the Bank is not the survivor, the Bank or any successor, surviving or purchasing corporation, as the case may be, shall agree that it is bound by this Option, that it will satisfy all of its Subsidiariesthe obligations of the Bank hereunder and that the Optionee shall have the right, thenupon exercise of this Option, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon on the terms and conditions set forth hereinhereof, Parent shall to receive for each Company Share with respect to which the Company Option has not been exercised an kind and amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (andstock, in the event of an election securities or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stockassets receivable upon such reorganization, subject to the foregoingreclassification, proper provision shall be made so that the holder of the Company Option would have the same election consolidation, merger or similar rights as would the holder of sale, including the number of shares of Company Common Stock issuable upon exercise of this Option immediately prior to such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for which in this subparagraph (b); provided, however, that Optionee shall be required to exercise all such options within 24 months from the Company Option date of such reorganization, reclassification, consolidation, merger, or sale. (c) Provided there exists a sufficient number of shares of Stock subject to the Plan, if, at any time, the Bank increases the number of shares of Stock issued and outstanding above the number issued and outstanding as of the date hereof, including those events causing adjustment as set forth herein, this Agreement shall be modified so as to grant additional Options for the number of shares necessary to bring the total number of shares subject to this Agreement to the same pro rata percentage of the outstanding shares of Stock of the Bank as granted herein. Such additional Options shall be on the same terms as provided in this Agreement, with adjustments in the vesting schedule if needed to preserve the status of the additional Options as Incentive Stock Options (as such term is then exercisabledefined in the Plan). The exercise price to the Optionee for any subsequent purchase of shares of Stock under this Agreement shall be determined by the Board of Directors of the Bank at the time of such issue, but in no event shall the exercise price of those shares be less than Fair Market Value (as such term is defined in the Plan) on the date of their issue.

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on Ascend contained in this Agreement or in the Merger Agreement, in the event of any change in Company Ascend Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company Ascend Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent Cascade shall receive, upon exercise of the Company Ascend Option, the number and class of shares or other securities or property that Parent Cascade would have received in respect of the Company shares of Ascend Common Stock issuable to Cascade if the Company Ascend Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares In addition, without limiting any restriction on Ascend or Cascade contained in this Agreement or the Merger Agreement, in the event of Company any change in Ascend Common Stock are issued after the date or Cascade Common Stock by reason of this Agreement any stock dividend, stock split, merger (other than pursuant the Merger) recapitalization, combination, exchange of shares or any similar transaction, equitable adjustment shall be made to an event described in the first sentence other provisions hereof to carry out the original intent of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company OptionAgreement. (b) In the event that Company Ascend shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent Cascade or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Cascade or one of its subsidiariesSubsidiaries, to merge into Company Ascend and Company Ascend shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Ascend Common Stock shall be changed into or exchanged for stock or other securities of Company Ascend or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Cascade or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Ascend Option, Parent Cascade shall receive be entitled to receive, for each Company Share share of Ascend Common Stock with respect to which the Company Ascend Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Ascend Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Ascend Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Ascend Option would have the same election or similar rights as would the holder of the number of shares of Company Ascend Common Stock for which the Company Ascend Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company the Inprise Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1 of this Agreement, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Corel shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Corel would have received in respect of the Company Inprise Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If In the event that any additional shares of Company Inprise Common Stock are issued otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)hereto), the number of shares of Company Inprise Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99increased to equal 19.9% of the number of shares of Company Inprise Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Inprise shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Corel or any another direct or indirect wholly-owned subsidiary of its SubsidiariesCorel, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Corel or one another direct or indirect wholly-owned subsidiary of its subsidiariesCorel, to merge into Company Inprise and Company Inprise shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company the Inprise Common Stock shall be changed into or exchanged for stock or other securities of Company Inprise or any other person or cash or any other property or the outstanding shares of Company the Inprise Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Corel or any another direct or indirect wholly-owned subsidiary of its SubsidiariesCorel, then, and in each such case, Inprise shall immediately so notify Corel, and the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall Corel shall, upon exercise of the Option, receive for each Company Inprise Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company the Inprise Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company the Inprise Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company the Inprise Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiaries, and Company shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiariesSubsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock the outstanding Shares by reason of stock dividends, stock splits, mergers (other than the Merger)split-ups, mergers, consolidations, recapitalizations, reclassifications, combinations, exchange conversions, exchanges of shares or the like, the type number and number kind of shares Shares or securities subject to the Company Option, Option and the Exercise Price purchase price per share, Option Share shall be adjusted appropriatelyappropriately adjusted, and proper provision provisions shall be made in the agreements governing such transaction transaction, so that Parent Holdings (or any affiliate or subsidiary of Holdings) shall receive, receive upon exercise of the Company Option, Option the number and class of shares or other securities or property that Parent Holdings (or any affiliate or Subsidiary of Holdings) would have received in respect of the Company Common Stock Shares if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If any additional shares of Company Common Stock Shares are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)immediately preceding sentence), the number of shares of Company Common Stock Shares subject to the Company Option will shall be adjusted so that immediately prior to such issuance, it equals 19.9919.9% of the number of shares of Company Common Stock Shares then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Option is adjusted as provided in this Section 7, the Exercise Price per Option Share shall be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment. (c) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that the Company shall enter in enters into an agreement: agreement (i) to consolidate with or merge into any person, other than Parent or any of its SubsidiariesMerger Sub, and shall the Company will not be the continuing or surviving corporation of in such consolidation or merger; , (ii) to permit any personPerson, other than Parent or one of its subsidiariesMerger Sub, to merge into the Company and the Company shall will be the continuing or surviving corporation, but, but in connection with such merger, the then-outstanding shares of Company Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other person Person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; property, or (iii) to sell or otherwise transfer all or substantially all of its assets to any personPerson, other than Parent Holdings or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Holdings would have received in respect to which of Option Shares had the Company Option has not been exercised an amount of consideration in the form of and equal immediately prior to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).such

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Pyxis Common Stock by reason of a stock dividendsdividend, splitssplit-up, mergers (other than the Merger)recapitalization, recapitalizations, combinationscombination, exchange of shares or the likesimilar transaction, the type and number of shares or securities subject to the Company Option, and the Exercise Purchase Price per sharetherefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction transaction, so that Parent Cardinal shall receive, receive upon exercise of the Company Option, Option the same class and number and class of outstanding shares or other securities or property that Parent Cardinal would have received in respect of the Company Pyxis Common Stock if the Company Option had been exercised immediately prior to such event event, or the record date therefor, as applicable. If any additional shares of Company Pyxis Common Stock are issued after the date of this Option Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), 6(a) or pursuant to this Option Agreement) the number of shares of Company Pyxis Common Stock subject to the Company Option will shall be adjusted so that that, after such issuance, it equals 19.9919.9% of the number of shares of Company Pyxis Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Pyxis shall enter in into an agreement: agreement (i) to consolidate with or merge into any person, other than Parent Cardinal or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Parent Cardinal or one of its subsidiaries, to merge into Company Pyxis and Company Pyxis shall be the continuing or surviving corporation, but, in connection with such merger, the then-then outstanding shares of Company Pyxis Common Stock shall be changed into or exchanged for stock or other securities of Company Pyxis or any other person or cash or any other property or the outstanding shares of Company Pyxis Common Stock outstanding immediately prior to before such merger shall after such merger represent less than 50% of the outstanding common shares and common share equivalents of the merged company; Pyxis, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Cardinal or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share be converted into, or exchanged for, an option, at the election of Cardinal, with respect to which any of the Company Option has not been exercised an amount of consideration following persons (as designated by Cardinal) (I) the Acquiring Corporation (as defined below), (II) any person that controls the Acquiring Corporation, or (III) in the form case of a merger described in clause (ii), Pyxis. (c) For purposes hereof, "Acquiring Corporation" means (i) the continuing or surviving corporation of a consolidation or merger with Pyxis (if other than Pyxis), (ii) Pyxis in a merger in which Pyxis is the continuing or surviving corporation and equal (ii) the transferee of all or substantially all of Pyxis's assets. The provisions of Sections 7, 8, 9 and 10 shall apply with appropriate adjustments to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock any securities for which the Company Option is then exercisable)becomes exercisable pursuant to this Section 6.

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company the Grizzly Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1 of this Agreement, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Merger Sub shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Merger Sub would have received in respect of the Company Grizzly Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If In the event that any additional shares of Company Grizzly Common Stock are issued otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)hereto), the number of shares of Company Grizzly Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99increased to equal 19.9% of the number of shares of Company Grizzly Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Grizzly shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Merger Sub or any another direct or indirect wholly-owned subsidiary of its SubsidiariesLynx, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Merger Sub or one another direct or indirect wholly- owned subsidiary of its subsidiariesLynx, to merge into Company Grizzly and Company Grizzly shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company the Grizzly Common Stock shall be changed into or exchanged for stock or other securities of Company Grizzly or any other person or cash or any other property or the outstanding shares of Company the Grizzly Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Merger Sub or any another direct or indirect wholly-owned subsidiary of its SubsidiariesLynx, then, and in each such case, Grizzly shall immediately so notify Lynx, and the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall Merger Sub shall, upon exercise of the Option, receive for each Company Grizzly Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company the Grizzly Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company the Grizzly Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company the Grizzly Common Stock for which the Company Option is then exercisable)exercisable 4.

Adjustment Upon Changes in Capitalization. (a) In If all or any portion of the event of Option shall be exercised subsequent to any change in Company Common Stock by reason of stock dividendssplit, splitsstock dividend, mergers (other than the Merger)recapitalization, recapitalizations, combinations, exchange combination of shares of the Company, or other similar event occurring after the likedate hereof, then the type and number of shares or securities subject to Holder exercising the Company Option, and the Exercise Price per share, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Option shall receive, for the aggregate price paid upon exercise of the Company Optionexercise, the aggregate number and class of shares or other securities or property that Parent which the Holder would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event stock split, stock dividend, recapitalization, combination of shares, or the record date therefor, as applicableother similar event. If additional shares any adjustment under this Section 7(a) would create a fractional share of Company Common Stock are issued after the date or a right to acquire a fractional share of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a))Common Stock, such fractional share shall be disregarded and the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99% of the next higher number of shares of Company Common Stock then issued and outstandingshares, without giving effect to any shares subject to or issued rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(a), the Company Optionshall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent If all or any portion of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company Option shall be the continuing or surviving corporation, but, in connection with such exercised subsequent to any merger, consolidation, exchange of shares, separation, reorganization or liquidation of the then-outstanding Company or other similar event occurring after the date hereof, as a result of which shares of Company Common Stock shall be changed into the same or exchanged for stock a different number of shares of the same or other another class or classes of securities of the Company or any other person or cash or any other property or another entity, then the outstanding Holder exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares of Company Common Stock which the Holder would have received if the Option had been exercised immediately prior to such merger shall after such merger represent less than 50% merger, consolidation, exchange of the outstanding shares and share equivalents of the merged company; shares, separation, reorganization or (iiiliquidation, or other similar event. If any adjustment under this Section 7(b) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one create a fractional share of Company Common Stock less the Exercise Price (and, in the event or a right to acquire a fractional share of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision such fractional share shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of disregarded and the number of shares subject to this Option shall be the next higher number of Company Common Stock for which shares, rounding all fractions upward. Whenever there shall be an adjustment pursuant to this Section 7(b), the Company Option is then exercisable)shall forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.

Adjustment Upon Changes in Capitalization. (a) In If, while any options are outstanding, the event outstanding shares of any change in Company Common Stock by reason of stock dividendsthe Company have increased, splitsdecreased, mergers (other than the Merger)changed into, recapitalizations, combinations, exchange of shares or the like, the type and been exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split or similar transaction, appropriate and proportionate adjustments may be made by the Committee in the number and/or kind of shares which are subject to purchase under outstanding options and on the Company Optionoption exercise price or prices applicable to such outstanding options. In addition, in any such event, the maximum number and/or kind of shares which may be offered in the Offerings described in Articles IV and the Exercise Price per share, Section 10.01 hereof shall also be adjusted appropriately, and proper provision proportionately adjusted. No adjustments shall be made for stock dividends. For the purposes of this Paragraph, any distribution of shares to shareholders in the agreements governing such transaction so that Parent shall receive, upon exercise an amount aggregating 20% or more of the Company Option, the number outstanding shares shall be deemed a stock split and class any distributions of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other aggregating less than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.9920% of the number of outstanding shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Optionshall be deemed a stock dividend. (b) In Upon the event that dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all of the property or stock of the Company to another corporation, the Committee shall enter in an agreementtake such action as it deems appropriate and equitable, which action may include, without limitation, one of the following: (i) to consolidate with or merge into any person, other than Parent or any refund of its Subsidiaries, and shall not be the continuing or surviving corporation of payroll deductions for such consolidation or mergerOffering Period; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% shortening of the outstanding shares and share equivalents of the merged company; Offering Period or (iii) providing that the holder of each option then outstanding under the Plan will thereafter be entitled to sell or otherwise transfer all or substantially all receive at the next Offering Termination Date upon the exercise of its assets such option for each share as to any personwhich such option shall be exercised, other than Parent or any of its Subsidiaries, then, and in each such caseas nearly as reasonably may be determined, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereincash, Parent shall receive for each Company Share with respect to securities and/or property which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the a holder of one share of Company the Common Stock less was entitled to receive upon and at the Exercise Price time of such transaction. In the event the Plan is continued after such event, the Board of Directors shall take such steps in connection with such transactions as the Board shall deem necessary to assure that the provisions of this (andS)12.04 shall thereafter be applicable, as nearly as reasonably may be determined, in the event of an election or similar arrangement with respect relation to the type of consideration said cash, securities and/or property as to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the which such holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable)such option might thereafter be entitled to receive.

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiariessubsidiaries, and Company shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of dividend, stock dividendssplit, splitssplit-up, mergers (other than the Merger)recapitalization, recapitalizationsreclassification, combinationscombination, exchange of shares or the likesimilar transaction or event with respect to Common Stock, the type and number of shares or securities subject to the Company Option, Option and the Exercise Price per sharetherefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Grantee shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Grantee would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event event, or the record date thereforthereof, as applicable. If additional any shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in the first sentence of this Section 9(a5(a)), the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it that, after such issuance, such number, together with any shares of Common Stock previously issued pursuant hereto, equals 19.9919.9% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to this Option. Nothing contained in this Section 5(a) or elsewhere in this Agreement shall be deemed to authorize Issuer to issue shares in breach of any provision of the Company OptionMerger Agreement. (b) In the event that Company shall Issuer, shall, prior to the Expiration Date, enter in an agreement: (i) to consolidate with or merge into any personPerson, other than Parent Grantee or any one of its Subsidiariesaffiliates or subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any personPerson, other than Parent Grantee or one of its affiliates or subsidiaries, to merge into Company Issuer and Company Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then-then outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company Issuer or any other person Person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any of its Subsidiariesaffiliates or subsidiaries to any Person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which be converted into, or exchanged for, an option (the Company Option has not been exercised an amount "Substitute Option"), at the election of consideration Grantee, of either (x) the Succeeding Corporation (as defined below), (y) any Person that controls the Succeeding Corporation, or (z) in the form case of and a merger described in clause (ii), Issuer (in each case, such Person being referred to as the "Substitute Option Issuer.") (c) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as hereinafter defined) as is equal to the per share amount of consideration that would be received Assigned Value (as hereinafter defined) multiplied by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Option Price") shall then be equal to the Exercise Price multiplied by a fraction in which the numerator is the number of shares of the Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is then exercisable). (d) The Substitute Option shall otherwise have the same terms as the Option, provided, that, if the terms of the Substitute Option cannot, for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the form as this Agreement, which shall be applicable to the Substitute Option. (e) The following terms have the meanings indicated:

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of stock dividends, splitssplitups, mergers (other than the Merger), recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent or one of its subsidiaries, to merge into Company and Company shall be the continuing or surviving corporation, but, in connection with such merger, in the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in the Company Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price per sharePrice, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Cendant shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Cendant would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If In the event that any additional shares of Company Common Stock are issued otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)hereto), the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99increased to equal 19.5% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that the Company shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent Cendant, Merger Sub or any another direct or indirect wholly-owned subsidiary of its SubsidiariesCendant, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Cendant, Merger Sub or one another direct or indirect wholly-owned subsidiary of its subsidiariesCendant, to merge into the Company and the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companysurviving corporation; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Cendant, Merger Sub or any another direct or indirect wholly-owned subsidiary of its SubsidiariesCendant, then, and in each such case, the Company shall immediately so notify Cendant, and the agreement governing such transaction shall make proper provision provisions so that that, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall Cendant shall, upon exercise of the Option, receive for each Company Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company Common Stock by reason of dividend, stock dividendssplit, splitssplit-up, mergers (other than the Merger)recapitalization, recapitalizationsreclassification, combinationscombination, exchange of shares or the likesimilar transaction or event with respect to Common Stock, the type and number of shares or securities subject to the Company Option, Option and the Exercise Price per sharetherefor, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent TI shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent TI would have received in respect of the Company Common Stock if the Company Option had been exercised immediately prior to such event event, or the record date thereforthereof, as applicable. If additional any shares of Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a5(a)), the number of shares of Company Common Stock subject to the Company Option will shall be adjusted so that it that, after such issuance, it, together with any shares of Common Stock previously issued to TI pursuant hereto, equals 19.99% 19.9 percent of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company this Option. (b) In the event that Company shall CFHC, shall, prior to the Expiration Date, enter in an agreement: (i) to consolidate with or merge into any person, other than Parent TI or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; , (ii) to permit any person, other than Parent TI or one of its subsidiaries, to merge into Company CFHC and Company CFHC shall be the continuing or surviving corporation, but, in connection with such merger, the then-then outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of Company CFHC or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% 50 percent of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent TI or any one of its Subsidiariessubsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision provisions so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall receive for each Company Share with respect to which be converted into, or exchanged for, an option (the Company Option has not been exercised an amount "Substitute Option"), at the election of consideration TI, of either (x) the Succeeding Corporation (as defined below), (y) any person that controls the Succeeding Corporation, or (z) in the case of a merger described in clause (ii), CFHC (in each case, such person being referred to as the "Substitute Option Issuer.") (c) The Substitute Option shall have the same terms as the Option, provided, that, if the terms of the Substitute Option cannot, for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to TI. The Substitute Option Issuer shall also enter into an agreement with the then-holder or holders of the Substitute Option in substantially the form as this Agreement, which shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of and shares of the Substitute Common Stock (as hereinafter defined) as is equal to the per share amount of consideration that would be received Assigned Value (as hereinafter defined) multiplied by the holder of one share of Company Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company Common Stock for which the Company Option was theretofore exercisable, divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Option Price") shall then be equal to the Exercise Price multiplied by a fraction in which the numerator is the number of shares of the Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is then exercisable). (e) The following terms have the meanings indicated:

Adjustment Upon Changes in Capitalization. (a) In the event of any change in Company the Lynx Common Stock by reason of stock dividends, splitssplit-ups, mergers (other than the Merger)mergers, recapitalizations, combinations, exchange of shares or the like, the type and number of shares or securities subject to the Company Option, and the Exercise Price purchase price per shareshare provided in Section 1 of this Agreement, shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent Grizzly shall receive, upon exercise of the Company Option, the number and class of shares or other securities or property that Parent Grizzly would have received in respect of the Company Lynx Common Stock if the Company Option had been exercised immediately prior to such event or the record date therefor, as applicable. If In the event that any additional shares of Company Lynx Common Stock are issued otherwise become outstanding after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 9(a)hereto), the number of shares of Company Lynx Common Stock subject to the Company Option will shall be adjusted so that it equals 19.99increased to equal 19.9% of the number of shares of Company Lynx Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company Option. (b) In the event that Company Lynx shall enter in an agreement: (i) to consolidate with or merge into any person, other than Parent Grizzly or any another direct or indirect wholly-owned subsidiary of its SubsidiariesGrizzly, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Grizzly or one another direct or indirect wholly-owned subsidiary of its subsidiariesGrizzly, to merge into Company Lynx and Company Lynx shall be the continuing or surviving corporation, but, in connection with such merger, the then-then- outstanding shares of Company the Lynx Common Stock shall be changed into or exchanged for stock or other securities of Company Lynx or any other person or cash or any other property or the outstanding shares of Company the Lynx Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged company; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Grizzly or any another direct or indirect wholly-owned subsidiary of its SubsidiariesGrizzly, then, and in each such case, Lynx shall immediately so notify Grizzly, and the agreement governing such transaction shall make proper provision provisions so that upon the consummation of any such transaction and upon the terms and conditions set forth herein, Parent shall Grizzly shall, upon exercise of the Option, receive for each Company Lynx Share with respect to which the Company Option has not been exercised an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company the Lynx Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company the Lynx Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Option would have the same election or similar rights as would the holder of the number of shares of Company the Lynx Common Stock for which the Company Option is then exercisable).

Adjustment Upon Changes in Capitalization. (a) In Without limiting any restriction on Cascade contained in this Agreement or in the Merger Agreement, in the event of any change in Company Cascade Common Stock by reason of any stock dividendsdividend, splitsstock split, mergers merger (other than the Merger), recapitalizationsrecapitalization, combinationscombination, exchange of shares or the likeany similar transaction, the type and number of shares or securities subject to the Company Cascade Option, and the Exercise Price per shareshare provided herein, shall be adjusted appropriately, appropriately and proper provision shall be made in the agreements governing such transaction so that Parent Ascend shall receive, upon exercise of the Company Cascade Option, the number and class of shares or other securities or property that Parent Ascend would have received in respect of the Company shares of Cascade Common Stock issuable to Ascend if the Company Cascade Option had been exercised immediately prior to such event or the record date therefor, as applicable. If additional shares In addition, without limiting any restriction on Ascend or Cascade contained in this Agreement or the Merger Agreement, in the event of Company any change in Ascend Common Stock are issued after the date or Cascade Common Stock by reason of this Agreement any stock dividend, stock split, merger (other than pursuant the Merger), recapitalization, combination, exchange of shares or similar transaction, equitable adjustment shall be made to an event described in the first sentence other provisions hereof to carry out the original intent of this Section 9(a)), the number of shares of Company Common Stock subject to the Company Option will be adjusted so that it equals 19.99% of the number of shares of Company Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Company OptionAgreement. (b) In the event that Company Cascade shall enter in into an agreement: (i) to consolidate with or merge into any person, other than Parent Ascend or any one of its Subsidiariessubsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger; (ii) to permit any person, other than Parent Ascend or one of its subsidiariesSubsidiaries, to merge into Company Cascade and Company Cascade shall be the continuing or surviving corporation, but, in connection with such merger, the then-then- outstanding shares of Company Cascade Common Stock shall be changed into or exchanged for stock or other securities of Company Cascade or any other person or cash or any other property or the outstanding shares of Company Common Stock immediately prior to such merger shall after such merger represent less than 50% of the outstanding shares and share equivalents of the merged companyproperty; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Parent Ascend or any one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that upon the consummation of any such transaction and upon the terms and conditions set forth hereinsubsequent exercise of the Cascade Option, Parent Ascend shall receive be entitled to receive, for each Company Share share of Cascade Common Stock with respect to which the Company Cascade Option has not theretofore been exercised exercised, an amount of consideration in the form of and equal to the per share amount of consideration that would be received by the holder of one share of Company Cascade Common Stock less the Exercise Price (and, in the event of an election or similar arrangement with respect to the type of consideration to be received by the holders of Company Cascade Common Stock, subject to the foregoing, proper provision shall be made so that the holder of the Company Cascade Option would have the same election or similar rights as would the holder of the number of shares of Company Cascade Common Stock for which the Company Cascade Option is then exercisable).