Common use of Assumption of Company Stock Options Clause in Contracts

Assumption of Company Stock Options. (i) At the Closing, without any action on the part of the holders of any options exercisable for shares of Company Common Stock (“Company Stock Options”), each then outstanding Company Stock Option will be assumed by BRPA and automatically exchanged for an option to purchase shares of BRPA Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option (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 provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of BRPA Common Stock and (ii) the per share exercise price for the shares of BRPA Common Stock issuable upon exercise of such 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 Closing by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested as to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPA.

Assumption of Company Stock Options. At the Effective Time, (i) At each outstanding Company Stock Option, whether vested or unvested immediately prior to the ClosingEffective Time, without any action on the part of the holders of any options exercisable for to purchase shares of Company Common Stock Stock, and (“ii) each of the Company Stock Options”)Plans and all agreements thereunder, shall be assumed by Parent. To the extent provided under the terms of the Company Stock Plans, all such outstanding options shall accelerate and become immediately exercisable in connection with the Merger in accordance with their existing terms. Except for the acceleration of the Company Stock Options in accordance with the terms of the Company Stock Plans and any agreements thereunder, prior to or at the Effective Time, each then outstanding Company Stock Option will be so assumed by BRPA and automatically exchanged for Parent under this Agreement (an option to purchase shares of BRPA Common Stock (“Substitute OptionsAdjusted Option”). Each Substitute Option will be issued pursuant to the BRPA Plan and will ) shall continue to have, and be subject to, substantially the same terms and conditions set forth in the as were applicable documents evidencing the terms of under the Company Stock Option (including any applicable incentive plan Plans and stock option agreement or other document evidencing such the documents governing the Company Stock Option) Options immediately prior to before the Closing, including any repurchase rights or vesting provisionsEffective Time, except that (ix) each Substitute Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option option immediately prior to the Closing Effective Time multiplied by the Option Exchange Ratio, rounded down to sum of (1) the nearest whole number of shares of BRPA Common Stock Consideration plus (2) the Cash Consideration divided by the Closing Price and (iiy) the per share exercise price for the shares of BRPA Parent Common Stock issuable upon exercise of such Substitute Company Stock Option will be equal to the quotient determined by dividing the per share exercise price per share of the Company Common Stock at Option by the sum of (1) the Stock Consideration plus (2) the Cash Consideration divided by the Closing Price. The date of grant of each Adjusted Option will be the date on which such the corresponding Company Stock Option was exercisable immediately prior to granted. Notwithstanding the Closing by foregoing, the Option Exchange Ratio, rounded up to the nearest whole cent. The Company adjustment described in this Section 5.4(a) shall take no action, other than those actions contemplated by this Agreement, that will cause or result be made in the accelerated vesting a manner consistent with Section 409A of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as Code and, with respect to the same percentage of the total number of shares subject thereto as the each Company Stock Option was vested as that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPAoption.

Assumption of Company Stock Options. (ia) At the ClosingEffective Time, each award, option, or other right to purchase or acquire the Company Common Stock pursuant to any Company Stock Options granted and under any Company Plans or arrangement of the Company which are outstanding at the Effective Time, whether or not vested or exercisable, without any action on the part of the holders of any options exercisable for shares of Company holder thereof, shall be converted into and become rights with respect to Gold Banc Common Stock (“Stock, and Gold Banc shall assume each Company Stock Options”)Option, each then outstanding Company Stock Option will be assumed by BRPA and automatically exchanged for an option to purchase shares of BRPA Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing accordance with the terms of the Company Stock Option (including any applicable incentive plan Plan under which it was granted and the stock option agreement or other document evidencing award by which it is evidenced, except that from and after the Effective Time (i) Gold Banc and its compensation committee shall be substituted for the Company and the committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such Company Plan, (ii) each Company Stock option assumed by Gold Banc may be exercised solely for Gold Banc Common Stock (or cash in the case of stock appreciation rights), (iii) the number of Gold Banc Common Stock subject to such Company Stock Option) immediately prior to the Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Option will Options shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Common Stock equal to the product of the number of shares of Company Gold Banc Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Closing Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of BRPA Common Stock and (iiiv) the per share exercise price for (or similar threshold price, in the shares case of BRPA Common Stock issuable upon exercise of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which stock awards) under each such Company Stock Option was exercisable immediately prior to shall be adjusted by dividing the Closing per share exercise (or threshold) price under each such Company Stock Option by the Option Exchange Ratio, rounded Ratio and rounding up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in Notwithstanding the accelerated vesting provisions of clause (iii) of the assumed Company Stock Options. Each Substitute Option proceeding sentence, Gold Banc shall not be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested as to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts obligated to issue to each Person who holds any fraction of a Substitute Option a document evidencing the foregoing assumption share of Gold Banc Common Stock upon exercise of such Company Stock Option and any fraction of a share of Gold Banc Common Stock that otherwise would be subject to a converted such Company Stock Option shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market price of one share of Gold Banc Common Stock and the per share exercise price of such right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 6.5(a), each such Company Stock Option which is an "incentive stock option" shall be adjusted as required by BRPASection 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Gold Banc agrees to take all necessary steps to effectuate the foregoing provisions of this Section 6.5.

Assumption of Company Stock Options. At the Effective Time, (i) At the Closing, without any action on the part of the holders of any options exercisable for each then outstanding and unexercised option to purchase shares of Company Common Stock (such options, the “Company Stock Options”) awarded under any equity incentive plan of the Company, including the Company’s 2002 Incentive Compensation Plan, as amended, the Company’s 2005 Incentive Compensation Plan, the Company’s Amended and Restated 2004 Stock Incentive Plan, the VISX, Incorporated 2001 Nonstatutory Stock Option Plan, the VISX, Incorporated 2000 Stock Plan, the VISX, Incorporated 1995 Director Option and Stock Deferral Plan, as amended and restated, the VISX, Incorporated 1995 Stock Plan, as amended, or any other similar plan, agreement, or arrangement, but excluding the Company’s Amended and Restated 2002 Employee Stock Purchase Plan and the Company’s Amended and Restated 2002 International Stock Purchase Plan (and any similar foreign employee stock purchase plans) (collectively, the “Company Equity Plans”), whether or not vested or exercisable prior to or as a result of the consummation of the Merger, and (ii) each then outstanding Company Equity Plan, shall, without any further action on the part of any holder of a Company Stock Option, be assumed by Parent. Each Company Stock Option will be assumed by BRPA and automatically exchanged for an option to purchase shares of BRPA Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will Parent under this Agreement shall continue to have, and be subject to, substantially the same terms and conditions set forth in as were applicable under the applicable Company Equity Plans and the documents evidencing the terms of governing the Company Stock Option (including any applicable incentive plan and stock option agreement or other document evidencing such Company Stock Option) Options immediately prior to before the Closing, including any repurchase rights or vesting provisionsEffective Time, except that (ix) each Substitute Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares common shares, without par value, of BRPA Parent (the “Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Option Exchange Ratio, Stock”) (rounded down to the nearest whole share) equal to the product of (1) the number of shares Shares of BRPA Company Common Stock subject to such Company Stock Option and (ii2) the quotient obtained by dividing (A) the Merger Consideration by (B) the Fair Market Value of a share of Parent Common Stock as of the Effective Time (such quotient, the “Exchange Ratio”), and (y) the per share exercise price for the shares of BRPA Parent Common Stock issuable upon exercise of such Substitute Option the Company Stock Options will be equal to the quotient determined obtained by dividing (1) the per share exercise price per share for the shares of Company Common Stock at which subject to such Company Stock Option was exercisable immediately prior to by (2) the Closing by the Option Exchange Ratio, Ratio (rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed ) (each such Company Stock OptionsOption, as so adjusted, a “Converted Parent Option”). Each Substitute Option For purposes of this Section 2.4(a), “Fair Market Value of a share of Parent Common Stock” shall be vested immediately following mean the Closing per share closing sale price of Parent Company Common Stock on the NYSE (as to reported on the same percentage of New York Stock Exchange Composite Tape) on the total number of shares subject thereto as the Company Stock Option was vested as to trading day immediately prior to the Closing. BRPA shall file with date on which the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPAEffective Time occurs.

Assumption of Company Stock Options. (i) At the ClosingEffective Time, each option to acquire shares of Company Stock that is unexpired, outstanding and unexercised under the Post Oak Bancshares, Inc. Stock Option Plan (the “Company Stock Option Plan”) or any individual stock option award agreement to purchase shares of Company Stock immediately prior to the Effective Time (each, a “Company Stock Option”), whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of the holders of any options exercisable for shares of Company Common Stock (“Company Stock Options”)holder thereof, each then outstanding Company Stock Option will be assumed by BRPA Allegiance and automatically exchanged for converted into an option to purchase shares of BRPA Allegiance Common Stock (each, a “Substitute OptionsConverted Stock Option”). Each Substitute Converted Stock Option will be issued pursuant to the BRPA Plan and will shall continue to have, have and be subject to, to substantially the same terms and conditions set forth in after the Effective Time as were applicable documents evidencing the terms of the Company Stock Option (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 provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by Effective Time, including the terms and conditions relating to vesting and the post-termination exercise period, provided that a Converted Stock Option Exchange Ratioshall not give the optionee additional benefits that the optionee did not have under the applicable Company Stock Option, rounded down with the intention that such assumption satisfy the requirements of Treasury Regulations Sections 1.424-1 and 1.409A-1(b)(5)(v)(D) so as not to be considered a modification of the nearest whole number Company Stock Option, to retain, where applicable and possible, the tax and accounting treatment of shares of BRPA Common Stock and (ii) the per share exercise price for the shares of BRPA Common Stock issuable upon exercise of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which each such Company Stock Option was exercisable immediately prior (including any Company Stock Options that are intended to qualify as incentive stock options within the Closing by meaning of Section 422 of the Option Exchange Ratio, rounded up Code) and not to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result be treated as a change in the accelerated vesting form of payment or as nonqualified deferred compensation under Section 409A of the assumed Company Stock OptionsCode (the “Per Option Merger Consideration”). Each Substitute Option shall be vested immediately following the Closing as to the same percentage Section 2.1(d)(i) of the total number Disclosure Schedules (as defined below) sets forth an example of shares subject thereto as the how an existing Company Stock Option was vested as to immediately prior to the Closing. BRPA shall file with the SEC will be converted into a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Converted Stock Option by BRPAbased on the foregoing.

Assumption of Company Stock Options. (i) At the Closing, without any action on the part of the holders of any options each then outstanding option exercisable for shares of Company Common Stock (“Company Stock OptionsOption”), each then outstanding Company Stock Option whether vested or unvested, will be assumed by BRPA Parent and automatically exchanged for be assumed and converted into an option to purchase shares of BRPA Parent Class A Common Stock (“Substitute Options”)) as set forth below. Each Substitute Option will be issued pursuant subject to the BRPA terms and conditions of the Parent Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option (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 provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of BRPA Parent Class A Common Stock and (ii) the per share exercise price for the shares of BRPA Parent Class A Common Stock issuable upon exercise of such 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 Closing by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested as to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA Parent will use commercially reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPAParent.

Assumption of Company Stock Options. (i) At the Closing, without any action on the part of the holders of any options each then outstanding option exercisable for shares of Company Common Stock (“Company Stock OptionsOption”), each then outstanding Company Stock Option whether vested or unvested, will be assumed by BRPA Parent and automatically exchanged for be converted into an option to purchase shares of BRPA Parent Class A Common Stock (“Substitute Options”)) as set forth below. Each Substitute Option will be issued pursuant subject to the BRPA terms and conditions of the Parent Plan and will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Stock Option (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 provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of BRPA Parent Class A Common Stock and (ii) the per share exercise price for the shares of BRPA Parent Class A Common Stock issuable upon exercise of such 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 Closing by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested as to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA Parent will use commercially reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPAParent.

Assumption of Company Stock Options. (ia) At The Company shall take all actions necessary so that at the Closing, without any action on the part Effective Time of the holders of any options exercisable for Merger, all Company Stock Options that are then outstanding and unexercised shall cease to represent a right to acquire shares of Company Common Stock (“Company Stock Options”), each then outstanding Company Stock Option will or Canadian Co. Exchangeable Shares and shall be assumed by BRPA and converted automatically exchanged for an option into options to purchase shares of BRPA Parent Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will continue to haveStock, and be Parent shall assume each such Company Stock Option subject to, the same terms and conditions set forth in the applicable documents evidencing to the terms of the Company Employee Stock Option (including any applicable incentive plan and stock option agreement Plans or other document evidencing Canadian Co. Employee Stock Plans under which each such Company Stock OptionOption was issued; provided, however, that, from and after the Effective Time of the Merger, (A) immediately prior to the Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Parent Common Stock purchasable upon exercise of such Company Stock Option shall be equal to the product of the number of shares of Company Common Stock or Canadian Co. Exchangeable Shares that were issuable upon exercise of purchasable under such Company Stock Option immediately prior to the Closing Effective Time of the Merger multiplied by the Conversion Number, rounding to the nearest whole share, and (B) the per share exercise price under each such Company Stock Option Exchange Ratioshall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Conversion Number, rounded to the nearest cent. Notwithstanding the foregoing, the number of shares and the per share exercise price of each Company Stock Option that is intended to be an "incentive stock option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be adjusted in accordance with the requirements of Section 424 of the Code. Similarly, the number of shares and the per share exercise price of each Canadian Co. Stock Option or in respect of any other stock based award granted under Canadian Co. Employee Stock Plans shall be adjusted in accordance with subsection 7(1.4) of the Income Tax Act (Canada). Accordingly, with respect to any incentive stock options, Canadian Co. Stock Options or stock based awards granted under the Canadian Co. Employee Stock Plans, fractional shares shall be rounded down to the nearest whole number of shares of BRPA Common Stock and (ii) where necessary the per share exercise price for the shares of BRPA Common Stock issuable upon exercise of such Substitute Option will shall 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 Closing by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Stock Option was vested as to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPA.

Assumption of Company Stock Options. At the Effective Time, (i) At each outstanding Company Stock Option, whether vested or unvested immediately prior to the ClosingEffective Time, without any action on the part of the holders of any options exercisable for to purchase shares of Company Common Stock Stock, and (“ii) each of the Company Stock Options”)Plans and all agreements thereunder, shall be assumed by Parent. To the extent provided under the terms of the Company Stock Plans all such outstanding options shall accelerate and become immediately exercisable in connection with the Merger in accordance with their existing terms. Except for the acceleration of the Company Stock Options in accordance with the terms of the Company Stock Plans and any agreements thereunder, prior to or at the Effective Time, each then outstanding Company Stock Option will be so assumed by BRPA and automatically exchanged for an option to purchase shares of BRPA Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will Parent under this Agreement shall continue to have, and be subject to, substantially the same terms and conditions set forth in the as were applicable documents evidencing the terms of under the Company Stock Option (including any applicable incentive plan Plans and stock option agreement or other document evidencing such the documents governing the Company Stock Option) Options immediately prior to before the Closing, including any repurchase rights or vesting provisionsEffective Time, except that (i) each Substitute Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option option immediately prior to the Closing Effective Time multiplied by the sum of the number of shares of Parent Common Stock constituting the Stock Consideration plus the Option Exchange Ratio, Calculation Shares (as defined below) and rounded down to the nearest next highest whole number of shares of BRPA Parent Common Stock and Stock, (ii) the per per-share exercise price for the shares of BRPA Parent Common Stock issuable upon exercise of such Substitute Company Stock 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 option was exercisable immediately prior to the Closing Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting sum of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as of Parent Common Stock constituting the Company Stock Consideration plus the Option was vested as to immediately prior Calculation Shares, rounded to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirementsnext highest whole cent, and BRPA (iii) Parent shall use its reasonable best efforts to maintain amend the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company 1986 Stock Option Incentive Plan and the Amended and Restated 1989 Stock-Based Incentive Plan to provide, or otherwise cause to be provided, that vested options of employees will be exercisable for a period of 90 days following termination of employment other than for cause (except to the extent such stock option plan contains terms relating to exercise following termination that are more favorable to the employee than such 90 day exercise period but no later than the expiration of the stock option if employment had not been terminated). “Option Calculation Shares” means the number equal to the quotient determined by BRPAdividing the Cash Consideration by the Average Closing Price. Notwithstanding anything to the contrary contained herein, in the case of any incentive stock option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the formulas and other provisions set forth herein shall be adjusted to the extent necessary to comply with Section 424(a) of the Code.

Assumption of Company Stock Options. At the Effective Time, (i) At each outstanding Company Stock Option, whether vested or unvested immediately prior to the ClosingEffective Time, without any action on the part of the holders of any options exercisable for to purchase shares of Company Common Stock Stock, and (“ii) each of the Company Stock Options”Plans and all agreements thereunder, shall be assumed by Parent. To the extent provided under the terms of the Company Stock Plans, all such outstanding options shall accelerate and become immediately exercisable in connection with the Merger in accordance with their existing terms (or, in the case of grants made after the date hereof as permitted by this Agreement, in accordance with their terms as in effect on the date of grant). Except for the acceleration of the Company Stock Options in accordance with the terms of the Company Stock Plans and any agreements thereunder, prior to or at the Effective Time, each then outstanding Company Stock Option will be so assumed by BRPA and automatically exchanged for Parent under this Agreement (an option to purchase shares of BRPA Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will "ADJUSTED OPTION") shall continue to have, and be subject to, the same terms and conditions set forth in the as were applicable documents evidencing the terms of under the Company Stock Option (including any applicable incentive plan Plans and stock option agreement or other document evidencing such the documents governing the Company Stock Option) Options immediately prior to before the Closing, including any repurchase rights or vesting provisionsEffective Time, except that (ix) each Substitute Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares (rounded up or down to the nearest share) of BRPA Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option option immediately prior to the Closing Effective Time multiplied by the Option Exchange Ratio, rounded down to sum of (1) the nearest whole number of shares of BRPA Common Stock Consideration plus (2) the Cash Consideration divided by the Average Closing Price and (iiy) the per share exercise price for the shares of BRPA Parent Common Stock issuable upon exercise of such Substitute Company Stock Option will be equal to the quotient (rounded up or down to the nearest cent) determined by dividing the per share exercise price per share of the Company Common Stock at Option by the sum of (1) the Stock Consideration plus (2) the Cash Consideration divided by the Average Closing Price. The date of grant of each Adjusted Option will be the date on which such the corresponding Company Stock Option was exercisable immediately prior granted. Notwithstanding the foregoing, with respect to the Closing by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the each Company Stock Option was vested as that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to immediately prior to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirements, and BRPA shall use reasonable best efforts to maintain the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company Stock Option by BRPAoption.

Assumption of Company Stock Options. At the Effective Time, (i) At each outstanding Company Stock Option, whether vested or unvested immediately prior to the ClosingEffective Time, without any action on the part of the holders of any options exercisable for to purchase shares of Company Common Stock Stock, and (“ii) each of the Company Stock Options”)Plans and all agreements thereunder, shall be assumed by Parent. To the extent provided under the terms of the Company Stock Plans all such outstanding options shall accelerate and become immediately exercisable in connection with the Merger in accordance with their existing terms. Except for the acceleration of the Company Stock Options in accordance with the terms of the Company Stock Plans and any agreements thereunder, prior to or at the Effective Time, each then outstanding Company Stock Option will be so assumed by BRPA and automatically exchanged for an option to purchase shares of BRPA Common Stock (“Substitute Options”). Each Substitute Option will be issued pursuant to the BRPA Plan and will Parent under this Agreement shall continue to have, and be subject to, substantially the same terms and conditions set forth in the as were applicable documents evidencing the terms of under the Company Stock Option (including any applicable incentive plan Plans and stock option agreement or other document evidencing such the documents governing the Company Stock Option) Options immediately prior to before the Closing, including any repurchase rights or vesting provisionsEffective Time, except that (i) each Substitute Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of BRPA Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option option immediately prior to the Closing Effective Time multiplied by the sum of the number of shares of Parent Common Stock constituting the Stock Consideration plus the Option Exchange Ratio, Calculation Shares (as defined below) and rounded down to the nearest next highest whole number of shares of BRPA Parent Common Stock and Stock, (ii) the per per-share exercise price for the shares of BRPA Parent Common Stock issuable upon exercise of such Substitute Company Stock 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 option was exercisable immediately prior to the Closing Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting sum of the assumed Company Stock Options. Each Substitute Option shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as of Parent Common Stock constituting the Company Stock Consideration plus the Option was vested as to immediately prior Calculation Shares, rounded to the Closing. BRPA shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to the Substitute Options promptly in accordance with applicable Legal Requirementsnext highest whole cent, and BRPA (iii) Parent shall use its reasonable best efforts to maintain amend the effectiveness of such registration statement for so long as any Substitute Options remain outstanding. As soon as reasonably practicable following the Closing Date, BRPA will use reasonable best efforts to issue to each Person who holds a Substitute Option a document evidencing the foregoing assumption of such Company 1986 Stock Option Incentive Plan and the Amended and Restated 1989 Stock-Based Incentive Plan to provide, or otherwise cause to be provided, that vested options of employees will be exercisable for a period of 90 days following termination of employment other than for cause (except to the extent such stock option plan contains terms relating to exercise following termination that are more favorable to the employee than such 90 day exercise period but no later than the expiration of the stock option if employment had not been terminated). "OPTION CALCULATION SHARES" means the number equal to the quotient determined by BRPAdividing the Cash Consideration by the Average Closing Price. Notwithstanding anything to the contrary contained herein, in the case of any incentive stock option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the formulas and other provisions set forth herein shall be adjusted to the extent necessary to comply with Section 424(a) of the Code.