Common use of Assumed Stock Options Clause in Contracts

Assumed Stock Options. (a) At the Effective Time, each option to purchase Shares granted to employees of the Company under the Company's 1995 Employee and Consultant Stock Plan, 1996 Stock Option Plan, 1994 Employee and Consultant Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1996 Nonstatutory Employee and Consultant Stock Option Plan and Option Exchange Program (collectively, the "Assumed Option Plans" and individually as an "Assumed Option Plan"), which are then outstanding and unexercised, shall cease to represent a right to acquire Shares and shall be converted automatically into options to purchase shares of common stock, par value $0.001 per share, of Parent ("Parent Common Stock"), and Parent shall assume each such option (hereinafter, an "Assumed Option") subject to the terms of the applicable Assumed Option Plan, in each case as heretofore amended or restated, as the case may be, and the agreement evidencing the grant thereunder of such Assumed Option; provided, however, that from and after the Effective Time, (i) the number of shares of Parent Common Stock purchasable upon exercise of such Assumed Option shall be equal to the number of Shares that were purchasable under such Assumed Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as defined below), and rounded down to the nearest whole share, and (ii) the per Share exercise price under each such Assumed Option shall be adjusted by dividing the per Share exercise price of each such Assumed Option by the Exchange Ratio, and rounding up to the nearest cent. In the case of any Assumed Options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")), the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such options and the terms and conditions of exercise of such options shall be determined in order to comply with Section 424(a) of the Code. The duration and other terms of the Assumed Option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. The terms of each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the Effective Time. The "Exchange Ratio" shall be equal to the ratio obtained by dividing the Offer Price by the closing price of one share of Parent Common Stock on the Nasdaq National Market on the trading day immediately preceding the Effective Time.

Assumed Stock Options. (a) At the Effective Time, each option to purchase Shares granted to employees employees, directors or consultants of the Company under the Company's 1995 Employee and Consultant Stock 1989 Incentive Plan, 1996 Stock Option the Company's 1995 Incentive Plan, 1994 Employee and Consultant Stock Option Planthe Company's ConQuest Software, 1998 Non-Qualified Stock Option Plan, 1996 Nonstatutory Employee and Consultant Inc. Stock Option Plan and the Company's 1999 Incentive Stock Option Exchange Program Plan (collectively, the "Assumed Option Plans" and individually as an "Assumed Option -------------------- ------- Options Plan"), which are then outstanding and unexercised, shall cease to ------------ represent a right to acquire Shares and shall be converted automatically into options to purchase shares of common stock, par value $0.001 per share, of Parent ("Parent Newco Common Stock"), and Parent Newco shall assume each such option (hereinafter, an "Assumed Option") subject to the terms of the -------------- applicable Assumed Option Plan, in each case as heretofore amended or restated, as the case may be, and the agreement evidencing the grant thereunder of such Assumed Option; provided, however, that from and after the Effective Time, (i) the number of shares of Parent Newco Common Stock purchasable upon exercise of such Assumed Option shall be equal to the number of Shares that were purchasable under such Assumed Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as defined below), and rounded down to the nearest whole share, and (ii) the per Share share exercise price under each such Assumed Option shall be adjusted by dividing the per Share exercise price of each such Assumed Option by the Exchange Ratio, and rounding up to the nearest cent. In the case of any Assumed Options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")), the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such options and the terms and conditions of exercise of such options shall be determined in order to comply with Section 424(a) of the Codeunchanged. The duration and other terms of the Assumed Option shall be the same as the original option except that all references to the Company shall be deemed to be references to ParentNewco. The terms of each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Newco Common Stock on or subsequent to the Effective Time. (b) Newco shall reserve for issuance a sufficient number of shares of Newco Common Stock for delivery upon (i) the conversion of shares of Newco Non- Voting Common Stock, (ii) the exercise of Assumed Options, (iii) the conversion of shares of Newco Preferred Stock and (iv) the exercise of options to purchase shares of Newco Common Stock issuable upon the exercise of all options granted under Newco's 2000 Stock Option Plan in the form attached hereto as Exhibit G --------- (the "Newco Stock Options"). The "Exchange Ratio" As soon as practicable following the Effective ------------------- Time, Newco shall be equal take all action necessary to register the Newco Common Stock subject to the ratio obtained by dividing Assumed Options and the Offer Price by Newco Stock Options under the closing price Securities Act of one share 1933, as amended, and the rules and regulations of Parent Common the Securities and Exchange Commission thereunder (the "Securities Act") pursuant to a registration -------------- statement on Form S-8 (or any successor form) to the extent such registration is required under the Securities Act, and to cause the effectiveness of such registration statement or registration statements (and the current status of the prospectus or prospectuses contained therein) to be maintained for so long as the Assumed Options and the Newco Stock on the Nasdaq National Market on the trading day immediately preceding the Effective TimeOptions remain outstanding.

Assumed Stock Options. (a) At the Effective Time, each option to purchase Shares granted to employees of the Company under the Company's 1995 Employee and Consultant Stock Plan, 1996 1991 Stock Option Plan, 1994 Employee and Consultant Stock Option Plan, 1998 Non-Qualified Stock Option Plan, 1996 Nonstatutory Employee and Consultant Stock Option Plan and or 1997 Stock Option Exchange Program Plan (collectively, each a "Company Plan" or collectively the "Assumed Option Company Plans"; options granted thereunder being "Company Stock Options") which is then outstanding and unexercised (a "Stock Option" and individually as an or collectively "Assumed Option PlanStock Options"), which are then outstanding and unexercisedStock Options total 578,009 as of August 23, 2000, shall cease to represent a right to acquire Shares and shall be converted automatically into options to purchase shares of common stock, par value $0.001 per share, stock of Parent COA ("Parent COA Common Stock"), and Parent COA shall assume each such option (hereinafter, an "Assumed Option") subject to the terms of the applicable Assumed Option Company Plan, in each case as heretofore amended or restated, as the case may be, and the agreement evidencing the grant thereunder of such Assumed Option; provided, however, that from and after the Effective Time, (i) the number of shares of Parent Common Stock purchasable upon exercise of such Assumed Option shall be equal to the number of Shares that were purchasable under such Assumed Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as defined below), and rounded down to the nearest whole share, and (ii) the per Share exercise price under each such Assumed Option shall be adjusted by dividing in accordance with Schedule 2.11 (the per Share exercise price of each such Assumed Option by the "Exchange Ratio, and rounding up to the nearest centExercise Price"). In the case of any Assumed Options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")), the exercise price, the number of shares of Parent COA Common Stock purchasable pursuant to such options and the terms and conditions of exercise of such options shall be determined in order to comply with Section 424(a) of the Code. The number of shares purchasable upon exercise, duration and other terms of the Assumed Option shall be the same as the original option Stock Option except that all references to the Company shall be deemed to be references to ParentCOA. Parent acknowledges and agrees that all Assumed Options shall be fully vested as set forth in the Option agreements. The terms of each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent COA Common Stock on or subsequent to the Effective Time. The "Exchange Ratio" shall be equal Prior to the ratio obtained by dividing the Offer Price by the closing price of one share of Parent Common Stock on the Nasdaq National Market on the trading day immediately preceding the Effective Time, the Company plan committee shall adopt a resolution approving the assumption procedure for Company Stock Options described in this Section 2.11(a). (b) At or before the Effective Time, the Company shall take all action necessary to provide that, as of the Effective Time, all other options, warrants or other rights to purchase Shares that are not issued pursuant to a Company Plan shall be terminated. (c) Parent shall reserve for issuance a sufficient number of COA Common Stock for delivery upon the exercise of Assumed Options. No later than thirty (30) days following the Effective Time, COA shall take all action necessary to register the COA Common Stock subject to the Assumed Options under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (the "Securities Act") pursuant to a registration statement on Form S-8 (or any successor form) and to cause the effectiveness of such registration statement or registration statements (and the current status of the prospectus or prospectuses contained therein) to be maintained for so long as the Assumed Options remain outstanding.