Common use of Assumption of Options Clause in Contracts

Assumption of Options. Each outstanding option to purchase Common Shares issued to employees, non-employee directors and consultants of Seller pursuant to Seller's 1996 Stock Option/Stock Issuance Plan, as amended (the "Seller Option Plan"), except for options to purchase 44,800 Common Shares granted on October 10, 1996, as listed on Schedule 2.5 hereto which shall terminate on the Closing, whether vested or unvested (each a "Stock Option"), shall remain outstanding after the Effective Time and shall be assumed by Buyer. The parties intend that Buyer's assumption of the Stock Options shall be treated as "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and this subsection (a) shall be interpreted and applied consistent with such intent. Each Stock Option assumed by Buyer shall be exercisable upon the same terms and conditions as under the Seller Option Plan and applicable option agreement issued thereunder, except that (i) such option shall be exercisable for that number of shares of Buyer Common Stock equal to the number of Common Shares for which such option was exercisable times the Conversion Ratio, and (ii) the exercise price of such option shall be equal to the exercise price of such option divided by the Conversion Ratio. The number of shares of Buyer Common Stock subject to an option assumed by Buyer shall be rounded to the nearest whole number (with .5 rounded up) and the exercise price thereof shall be rounded up to the nearest whole cent.

Assumption of Options. Each outstanding option Those options to purchase shares of DYM Common Shares issued to employees, non-employee directors and consultants of Seller pursuant to Seller's 1996 Stock Option/Stock Issuance Plan, as amended set forth on Schedule 3.4 that are outstanding at the Effective Time (the "Seller Option PlanDYM Options"), except for options to purchase 44,800 Common Shares granted on October 10shall, 1996, as listed on Schedule 2.5 hereto which shall terminate by virtue of the Merger and without any further action on the Closingpart of DYM or the holder(s) of such DYM Options, whether vested or unvested (each a "Stock Option"), shall remain outstanding after the Effective Time and shall be assumed by BuyerHPL (the "HPL Exchange Options"). The parties intend that Buyer's assumption of the Stock HPL Exchange Options shall be treated as "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and this subsection (a) shall be interpreted and applied consistent with such intent. Each Stock Option assumed by Buyer shall be exercisable upon on substantially the same terms and conditions as under those pertaining to the Seller Option Plan DYM Options immediately prior to the Effective Time (including the term and applicable option agreement issued thereunderexercisability), except that that: (ia) each such option DYM Option shall be become exercisable for that number of shares of Buyer Common HPL Stock equal (rounded down to the nearest whole number) as determined by multiplying (i) the number of Common Shares for which shares of DYM Stock underlying such option was exercisable times the Conversion Ratio, and by (ii) the exercise price of such option shall be equal to Option Exchange Factor (defined below); and (b) the exercise price per share of such option each assumed DYM Option shall be divided by the Conversion Ratio. The number of shares of Buyer Common Stock subject to an option assumed by Buyer shall be rounded to the nearest whole number Option Exchange Factor (with .5 rounded up) and the exercise price thereof shall be rounded up to the nearest whole cent). As soon as practicable after the Closing, HPL shall notify each holder of a DYM Option of the assumption of such option by HPL and the revisions to the option effected thereby. No payment shall be made for fractional interests. No options for the purchase of DYM Stock other than the DYM Options set forth in Schedule 3.4 shall be assumed by HPL, Merger Sub, the Surviving Corporation or any related party. All other outstanding options, warrants or convertible securities issued by DYM (other than the Preferred Stock), if any, shall be exercised or terminated prior to the Effective Time. The "Option Exchange Factor" shall equal: (A) the Cash Per Common Share, divided by the HPL Closing Price, plus (B) the Stock Per Common Share.