Common use of Assumption of Company Options Clause in Contracts

Assumption of Company Options. At the Effective Time, each outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option Plan, whether vested or unvested, will be assumed by Parent and converted into an option to purchase shares of Parent Common Stock (each a “Parent Option”) as set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent. Schedule 5.8(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Option Plan, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a) hereto current as of a date shortly before such date. Each such Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the Company Stock Option Plan and its respective stock option agreement and each such Company Stock Option shall continue to be subject to the terms and conditions set forth in the Company Stock Option Plan, except that (i) each such Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of such Company Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option were then satisfied, multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Stock Exchange Ratio by the Parent Stock Price; by (B) the Parent Stock Price, (such quotient, the “Option Exchange Ratio”) rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Consistent with the terms of the Company Stock Option Plan and the documents governing the outstanding Company Options under such plan, the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a) accelerate the exercisability or vesting of such Company Options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Company Options in connection with the Merger. It is the intention of the parties that the Company Options assumed by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Company Options so assumed qualified as incentive stock options prior to the Effective Time. As soon as practicable after the Effective Time, Parent shall deliver to each holder of an outstanding Company Stock Option an appropriate notice setting forth such holder’s rights pursuant thereto and that such Company Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.8(a) after giving effect to the Merger). Company’s employees who become employees of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with the number of options granted to similarly situated employees of Parent and at such times as Parent’s employees normally receive grants.

Assumption of Company Options. At the Effective Time, the Company Stock Option Plans will be assumed by Parent and each outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option PlanPlans, whether vested or unvested, will be assumed by Parent and converted into an option to purchase shares of Parent Common Stock (each a “"Parent Option”) as set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent"). Schedule 5.8(a5.11(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under each of the Company Stock Option PlanPlans, including the number of shares of Company Common Capital Stock subject to each such Company Optionoption, the exercise or vesting schedule, the exercise price per share and the term of each such Company Optionoption. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a5.11(a) hereto current as of a date shortly before such date. Each Except as provided below or on Schedule 5.11(a), each such Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the applicable Company Stock Option Plan and its respective stock option agreement and each such Company Stock Option shall continue to be subject to the terms and conditions set forth in the applicable Company Stock Option Plan, except that (i) each such Company Option option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of such Company Option option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option option were then satisfied, multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Stock Exchange Ratio by the Parent Stock Price; by (B) the Parent Stock Price, (such quotient, the “Option Exchange Ratio”) rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole tenth of a cent. Consistent with the terms of the Company Stock Option Plan Plans and the documents governing the outstanding Company Options under such planplans, except as otherwise set forth on Schedule 5.11(a), the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a) Plans or accelerate the exercisability or vesting of such Company Options options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Company Options in connection with the Merger. It is the intention of the parties that the Company Options assumed by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Company Options so assumed replaced qualified as incentive stock options prior to the Effective Time. As soon as practicable Parent shall use reasonable best efforts, within thirty days after the Form S-8 filed pursuant to Section 5.13 hereof is declared effective, to issue to each Person who, immediately prior to the Effective Time, Parent shall deliver to each was a holder of an outstanding Company Stock Option an appropriate notice setting forth Option, a copy of the effective Form S-8 and such holder’s rights pursuant thereto and that other documents as are reasonably advisable, as evidence of the foregoing assumption of such Company Stock Option shall continue in effect on the same terms and conditions (subject Options by Parent. The Company Board of Directors shall, to the adjustments required by this extent necessary, take appropriate action, prior to or as of the Effective Time, to approve, for purposes of Section 5.8(a16(b) after giving effect to of the Exchange Act, the deemed disposition and cancellation of the Company Options in the Merger). Company’s employees who become employees Provided that Company shall first provide to Parent the names of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with its shareholders and the number of options granted shares of Company Capital Stock or Company Options which may be subject to similarly situated employees Section 16(b) of the Exchange Act and any other information reasonably requested by Parent and relating to the same, the Board of Directors of Parent shall, prior to the Effective Time, take appropriate action to approve, for purposes of Section 16(b) of the Exchange Act, the deemed grant of options to purchase Parent Common Stock under the Company Options (as assumed pursuant to this Section 5.11(a)). As of or prior to the Effective Time, the disposition of shares of Company Common Stock by the Company executive officers and at Board members and the issuance of shares of Parent Common Stock to such times as Parent’s employees normally receive grantspersons in the Merger shall also be included in the approval process of the Boards of Directors of Company and Parent for purposes of Section 16(b) of the Exchange Act.

Assumption of Company Options. At (a) Except as otherwise provided in this Section 2.5, effective as of the Effective Time, each then outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option Plan, whether vested or unvested, will shall be assumed by Parent Acquirer and converted into an option to purchase shares of Parent Acquirer Common Stock (each a “Parent Option”) Stock. Except as otherwise set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option PlanAgreement, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent. Schedule 5.8(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Option Plan, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a) hereto current as of a date shortly before such date. Each such Company Option so assumed by Parent under Acquirer pursuant to this Agreement shall retain its respective vesting schedule under the Company Stock Option Plan and its respective stock option agreement and each such Company Stock Option Section 2.5 shall continue to have, and be subject to to, the same terms and conditions set forth in the Company Stock Option PlanPlan and the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that (ia) each such assumed Company Option will be exercisable for that number of whole shares of Parent Acquirer Common Stock equal to the product of the number of shares of Company Common Stock that would be were issuable upon exercise of such Company Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option were then satisfied, Time multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Stock Exchange Ratio by the Parent Stock Price; by (B) the Parent Stock Price, (such quotient, the “Option Exchange Ratio”) , rounded down to the nearest whole number of shares of Parent Acquirer Common Stock, and (iib) the per share exercise price for the shares of Parent Acquirer Common Stock issuable upon exercise of such assumed Company Option will shall be equal to the quotient determined obtained by dividing the exercise price per share of Company Common Stock at which such assumed Company Option was exercisable immediately prior to the Effective Time Closing Date by the Option Exchange Ratio, the resulting number rounded up to the nearest whole cent. Consistent with the terms , (c) each Company Optionholder will be entitled to receive a portion of the Company Stock Option Plan Contingent Consideration pursuant to Section 2.8 (subject to Section 2.4(b)) and the documents governing the outstanding Company Options under such plan, the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a(d) accelerate the exercisability or vesting of such Company Options or the shares of Parent each option to purchase Acquirer Common Stock which will be subject to those options upon the resulting from assumption of the a Company Options Option in connection with the Merger. It is Mergers shall be fully vested and exercisable; provided, however, that in the intention case of any Company Option to which Section 421 of the parties that the Company Options assumed Code is intended to apply by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in reason of its qualification under Section 422 of the Code, to the extent, and only to exercise price of the extentAcquirer Option, the number of shares purchasable pursuant to such Acquirer Option and the terms and conditions of exercise of such Acquirer Option shall be determined in order to comply with Section 424 of the Code. The assumption of each Company Options so assumed qualified Option by Acquirer shall be conditioned on the Company Optionholder entering into a written lock-up agreement and termination agreement with Acquirer in the form attached hereto as incentive stock options Exhibit D (each, a “Lock-Up Agreement”) prior to on or about the Effective Time. As soon as practicable Closing Date providing that such Company Optionholder will not sell or otherwise dispose of the shares of Acquirer Common Stock issuable upon the exercise thereof for one year after the Effective Time; provided, Parent however, that in the event the employment of any Transferred Employee subject to a Lock-Up Agreement (other than Key Employees) is involuntarily terminated without “cause” (as defined in the Lock-Up Agreement) within one year following the Effective Time, the market standoff provisions of the Lock-Up Agreement (but not the contingent termination provisions) related to such terminated employee shall deliver lapse immediately upon the termination of such employee’s employment. Notwithstanding the foregoing, any Company Options held by a Company Optionholder who does not enter into a Lock-Up Agreement prior to each holder of an outstanding Company Stock Option an appropriate notice setting forth such holder’s rights pursuant thereto on or about the Closing Date will not be assumed by Acquirer and that such Company Stock Option Options shall continue in effect on terminate at the same terms and conditions (subject to the adjustments required by this Section 5.8(a) after giving effect to the Merger). Company’s employees who become employees of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with the number of options granted to similarly situated employees of Parent and at such times as Parent’s employees normally receive grantsEffective Time.

Assumption of Company Options. At the Effective Time, each outstanding Company Option (or portion thereof) that is unexpired, unexercised, issued and outstanding immediately prior to the Effective Time (after giving effect to any vesting or termination that is contingent upon the completion of the Merger and to any exercises of Company Options prior to the Effective Time) (an “Outstanding Option”) and that is held by a Continuing Employee shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume such Company Option, subject to the remainder of this Section 1.6(a), in accordance with the same terms (as in effect as of the date of this Agreement) of the Company Option Plan and the same terms of the stock option agreement by which such Company Option is evidenced, except as such terms may be modified (all Outstanding Options that are assumed pursuant to this Section 1.6(a) are hereafter referred to as “Assumed Options”). All rights to purchase shares of Company Common Stock under the Company Stock Option Plan, whether vested or unvested, will Assumed Options shall thereupon be assumed by Parent and converted into an option rights to purchase Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Assumed Option may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock (each a “Parent Option”) as set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent. Schedule 5.8(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Option Plan, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a) hereto current as of a date shortly before such date. Each such Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the Company Stock Option Plan and its respective stock option agreement and each such Company Stock Assumed Option shall continue to be subject to the terms and conditions set forth in the Company Stock Option Plan, except that (i) each such Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of determined by multiplying the number of shares of Company Common Stock that would be issuable upon exercise of were subject to such Company Assumed Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option were then satisfied, multiplied Time by the quotient obtained by dividing (A) Conversion Ratio, and rounding the sum of the Cash Exchange Ratio and the product obtained by multiplying the Stock Exchange Ratio by the Parent Stock Price; by (B) the Parent Stock Price, (such quotient, the “Option Exchange Ratio”) rounded down resulting number to the nearest whole number of shares of Parent Common Stock, and ; (iiC) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company each Assumed Option will shall be equal to the quotient determined by dividing the per share exercise price per share of shares of Company Common Stock at which subject to such Company Option was exercisable Assumed Option, as in effect immediately prior to the Effective Time Time, by the Option Exchange Conversion Ratio, rounded and rounding the resulting exercise price up to the nearest whole one hundredth of a cent. Consistent with ; and (D) any restriction on the terms exercise of any Assumed Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Assumed Option shall otherwise remain unchanged as a result of the Company Stock Option Plan and the documents governing the outstanding Company Options under such plan, the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a) accelerate the exercisability assumption or vesting replacement of such Company Options Assumed Option; provided, however, that: (1) each Assumed Option shall, in accordance with its terms, be subject to further proportionate adjustment as appropriate to reflect any stock split, division or the shares subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock which will be subject to those options upon the assumption of the Company Options in connection with the Merger. It is the intention of the parties that the Company Options assumed by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Company Options so assumed qualified as incentive stock options prior subsequent to the Effective Time; and (2) Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Assumed Option. As soon as practicable From and after the Effective Time, Parent holders of Outstanding Options shall deliver to each holder of an outstanding Company Stock Option an appropriate notice setting forth such holder’s have no rights pursuant with respect thereto and that such Company Stock Option shall continue other than those specifically provided in effect on the same terms and conditions (subject to the adjustments required by this Section 5.8(a) after giving effect to the Merger1.6(a). Company’s employees who become employees of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with the number of options granted to similarly situated employees of Parent and at such times as Parent’s employees normally receive grants.

Assumption of Company Options. (i) At the Effective Time, each outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option Plan, whether vested or unvested, Plans will be assumed by Parent and each outstanding Unvested Company Option will be assumed by Parent and converted into an option to purchase shares of Common Stock of the Parent (“Parent Common Stock Stock”) (each a “Parent Option”) as set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent. Schedule 5.8(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Option Plan, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option). On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a2.2(c) hereto current as of a date shortly before such date. Each such Unvested Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the applicable Company Stock Option Plan and its respective stock option agreement and each such Unvested Company Stock Option shall continue to be subject to the terms and conditions set forth in the applicable Company Stock Option PlanPlan and stock option agreement, except that (ix) each such assumed Unvested Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option option were then satisfied, multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Per Share Common Stock Exchange Ratio by the Parent Stock Price; Consideration by (B) the average closing price of the Parent Common Stock Price, on the NASDAQ National Market System for the five (such quotient, 5) trading days immediately preceding (but not including) the Closing Date (the “Option Exchange Ratio”) and rounded down to the nearest whole number of shares of Parent Common Stock, and (iiy) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option option was exercisable immediately prior to the Effective Time by the Option EXECUTION COPY Exchange Ratio, rounded up to the nearest whole cent. Consistent with the terms of the Company Stock Option Plan Plans and the documents governing the outstanding Company Options under such planplans, except as otherwise set forth on Schedule 5.9(a), the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a) accelerate the exercisability or vesting of such the Unvested Company Options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Unvested Company Options in connection with the Merger. It is the intention of the parties that the Unvested Company Options assumed by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Unvested Company Options so assumed replaced qualified as incentive stock options prior to the Effective Time. As soon as practicable after Following the Effective Timeassumption of the Unvested Company Options, Parent shall deliver all references to each holder of an outstanding the Company in the Unvested Company Options and the Company Stock Option an appropriate notice setting forth such holder’s rights pursuant thereto and that such Company Stock Option Plans shall continue in effect on the same terms and conditions (subject be deemed to refer to the adjustments required by this Section 5.8(a) after giving effect to the Merger). Company’s employees who become employees of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with the number of options granted to similarly situated employees of Parent and at such times as Parent’s employees normally receive grants.

Assumption of Company Options. At the Effective Time, the Company Stock Option Plans will be assumed by Parent and each outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option PlanPlans, whether vested or unvested, will be assumed by Parent and converted into an option to purchase shares of Parent Common Stock (each a “"Parent Option”) as set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent"). Schedule 5.8(a5.11(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under each of the Company Stock Option PlanPlans, including the number of shares of Company Common Capital Stock subject to each such Company Optionoption, the exercise or vesting schedule, the exercise price per share and the term of each such Company Optionoption. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a5.11(a) hereto current as of a date shortly before such date. Each Except as provided below, each such Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the applicable Company Stock Option Plan and its respective stock option agreement and each such Company Stock Option shall continue to be subject to the terms and conditions set forth in the applicable Company Stock Option Plan, except that (i) each such Company Option option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of such Company Option option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option option were then satisfied, multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Stock Exchange Ratio by the Parent Stock Price; by (B) the Parent Stock Price, (such quotient, the “Option Exchange Ratio”) rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole tenth of a cent. Consistent with the terms of the Company Stock Option Plan Plans and the documents governing the outstanding Company Options under such planplans, the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a) Plans or accelerate the exercisability or vesting of such Company Options options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Company Options in connection with the Merger. It is the intention of the parties that the Company Options assumed by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Company Options so assumed replaced qualified as incentive stock options prior to the Effective Time. As soon as practicable Parent shall use reasonable best efforts, within thirty (30) days after the Form S-8 filed pursuant to Section 5.13 hereof is declared effective, to issue to each Person who, immediately prior to the Effective Time, Parent shall deliver to each was a holder of an outstanding Company Stock Option an appropriate notice setting forth Option, a copy of the effective Form S-8 and such holder’s rights pursuant thereto and that other documents as are reasonably advisable, as evidence of the foregoing assumption of such Company Stock Option shall continue in effect on the same terms and conditions (subject Options by Parent. The Company Board of Directors shall, to the adjustments required by this extent necessary, take appropriate action, prior to or as of the Effective Time, to approve, for purposes of Section 5.8(a16(b) after giving effect to of the Exchange Act, the deemed disposition and cancellation of the Company Options in the Merger). Company’s employees who become employees Provided that Company shall first provide to Parent the names of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with its stockholders and the number of options granted to similarly situated employees shares of Parent and at such times as Parent’s employees normally receive grants.Company Capital Stock or

Assumption of Company Options. (i) At the Effective Time, each outstanding Company Option to purchase shares of Company Common Stock under the Company Stock Option Plan, whether vested or unvested, Plans will be assumed by Parent and each outstanding Unvested Company Option will be assumed by Parent and converted into an option to purchase shares of Common Stock of the Parent (“Parent Common Stock Stock”) (each a “Parent Option”) as set forth in this Section 5.8. Following the assumption of the Company Options and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent. Schedule 5.8(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Option Plan, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option). On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a2.2(c) hereto current as of a date shortly before such date. Each such Unvested Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the applicable Company Stock Option Plan and its respective stock option agreement and each such Unvested Company Stock Option shall continue to be subject to the terms and conditions set forth in the applicable Company Stock Option PlanPlan and stock option agreement, except that (ix) each such assumed Unvested Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option option were then satisfied, multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Per Share Common Stock Exchange Ratio by the Parent Stock Price; Consideration by (B) the average closing price of the Parent Common Stock Price, on the NASDAQ National Market System for the five (such quotient, 5) trading days immediately preceding (but not including) the Closing Date (the “Option Exchange Ratio”) and rounded down to the nearest whole number of shares of Parent Common Stock, and (iiy) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Consistent with the terms of the Company Stock Option Plan Plans and the documents governing the outstanding Company Options under such planplans, except as otherwise set forth on Schedule 5.9(a), the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except as set forth on Schedule 5.8(a) accelerate the exercisability or vesting of such the Unvested Company Options or the shares of Parent Common Stock which will be subject to those options upon the assumption of the Unvested Company Options in connection with the Merger. It is the intention of the parties that the Unvested Company Options assumed by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Unvested Company Options so assumed replaced qualified as incentive stock options prior to the Effective Time. As soon as practicable after Following the Effective Timeassumption of the Unvested Company Options, Parent shall deliver all references to each holder of an outstanding the Company in the Unvested Company Options and the Company Stock Option an appropriate notice setting forth such holder’s rights pursuant thereto and that such Company Stock Option Plans shall continue in effect on the same terms and conditions (subject be deemed to refer to the adjustments required by this Section 5.8(a) after giving effect to the Merger). Company’s employees who become employees of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with the number of options granted to similarly situated employees of Parent and at such times as Parent’s employees normally receive grants.

Assumption of Company Options. At the Effective TimeClosing, by virtue of the Merger and without any action on the part of its holder, each then outstanding Company Option to purchase option exercisable for shares of Company Common Stock under the (“Company Stock Option PlanOption”), whether vested or unvested, will be assumed by Parent Acquiror and automatically be converted into an option to purchase shares of Parent Domesticated Acquiror Common Stock (each a “Parent OptionSubstitute Options”) as set forth in this Section 5.8below. Following the assumption of the Company Options Each Substitute Option will continue to have, and the Company Stock Option Plan, all references to Company in the Company Options and the Company Stock Option Plan shall be deemed to refer to Parent. Schedule 5.8(a) hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options under the Company Stock Option Plan, including the number of shares of Company Common Stock subject to each such Company Optionto, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.8(a) hereto current as of a date shortly before such date. Each such Company Option so assumed by Parent under this Agreement shall retain its respective vesting schedule under the Company Stock Option Plan and its respective stock option agreement and each such Company Stock Option shall continue to be subject to the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option Plan(including any applicable incentive plan and stock option agreement or other document evidencing such Company Stock Option) immediately prior to the Closing, including any repurchase rights or vesting and termination-related provisions, except that (i) each such Company Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Domesticated Acquiror Common Stock equal to the product of the number of shares of Company Common Stock that would be were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such Company Option were then satisfied, Closing multiplied by the quotient obtained by dividing (A) the sum of the Cash Exchange Ratio and the product obtained by multiplying the Stock Exchange Ratio by the Parent Stock Price; by (B) the Parent Stock Price, (such quotient, the “Option Exchange Ratio”) , rounded down to the nearest whole number of shares of Parent Domesticated Acquiror Common Stock, Stock and (ii) the per share exercise price for the shares of Parent Domesticated Acquiror Common Stock issuable upon exercise of such assumed Company Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time Closing by the Option Exchange Ratio, rounded up to the nearest whole cent. Consistent with The Company shall take no action that will cause or result in the terms accelerated vesting of the assumed Company Stock Option Plan and the documents governing the outstanding Company Options under such plan, the Merger will not terminate any of the outstanding Company Options under the Company Stock Option Plan or, except Options. Except as set forth on Schedule 5.8(a‎3.1(b) accelerate or Section 4.6(c), each Substitute Option shall be vested immediately following the exercisability or vesting of such Company Options or Closing as to the shares of Parent Common Stock which will be subject to those options upon the assumption same percentage of the Company Options in connection with the Merger. It is the intention total number of the parties that shares subject thereto as the Company Options assumed by Parent qualify, Stock Option was vested as to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Company Options so assumed qualified as incentive stock options immediately prior to the Effective TimeClosing. As soon as reasonably practicable after following the Effective TimeClosing Date, Parent shall deliver Acquiror will use commercially reasonable efforts to issue to each holder Person who holds a Substitute Option a document evidencing the foregoing assumption of an outstanding Company Stock Option an appropriate notice setting forth such holder’s rights pursuant thereto and that such Company Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.8(a) after giving effect to the Merger). Company’s employees who become employees of Parent or of the Surviving Corporation shall receive grants of stock options under the Parent Stock Option Plans in amounts commensurate with the number of options granted to similarly situated employees of Parent and at such times as Parent’s employees normally receive grantsAcquiror.