Common use of Assumption of Options Clause in Contracts

Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the 2003 Employee Stock Incentive Plan of Orbital Imaging Corporation, effective December 31, 2003 (the “2003 Plan”) and 2004 Non-Employee Director Equity Incentive Plan of ORBIMAGE Inc. effective July 1, 2004 (the “2004 Plan” and, together with the 2003 Plan, the “Company Stock Incentive Plans”), whether or not then exercisable, will be assumed by Holdings. Each Company Option so assumed by Holdings under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Incentive Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price), except that each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Holdings Common Stock equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time. The conversion of any Company Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase Holdings Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code.

Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock with the associated Company Rights (“Company Options”) then outstanding, under the 2003 Employee Company’s stock incentive plans listed on Schedule 2.01 hereto and any other equity incentive plans of the Company in existence as of the Effective Time, which allows the purchase, grant or issuance of Company Common Stock Incentive Plan of Orbital Imaging Corporation, effective December 31, 2003 (the “2003 Plan”) and 2004 Non-Employee Director Equity Incentive Plan of ORBIMAGE Inc. effective July 1, 2004 (the “2004 Plan” and, together with the 2003 Plancollectively, the “Company Stock Incentive Equity Plans”), whether or not then exercisable, will be assumed by HoldingsHoldco. Each Company Option so assumed by Holdings Holdco under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Incentive Equity Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price), except that each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Holdings Holdco Common Stock and associated Holdco Rights equal to the number of shares of Company Common Stock and associated Company Rights that were subject to such Company Option immediately prior to the Effective Time). The conversion of any Company Options which are “incentive stock options,” if any, within the meaning of Section 422 of the Code into options to purchase Holdings Holdco Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code.

Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the 2003 Employee Amended and Restated 1994 Stock Option and Restricted Stock Plan for Executive and Key Employees and the 2002 Incentive Award Plan of Orbital Imaging Corporation, effective December 31, 2003 (the “2003 Plan”) and 2004 Non-Employee Director Equity Incentive Plan of ORBIMAGE Inc. effective July 1, 2004 (the “2004 Plan” and, together with the 2003 Plan, the “Company Stock Incentive Option Plans”), whether or not then exercisable, will be assumed by HoldingsHoldingCo. Each Company Option so assumed by Holdings HoldingCo under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Incentive Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price), except that each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Holdings HoldingCo Common Stock equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time. The conversion of any Company Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase Holdings HoldingCo Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code.

Assumption of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the 2003 Employee Stock Incentive Plan of Orbital Imaging Corporation1996, effective December 31, 2003 (the “2003 Plan”) and 2004 Non-Employee Director Equity 1998 Stock Incentive Plan of ORBIMAGE Inc. effective July 1, 2004 for Salaried Employees and the Stock Option Plan for Outside Directors (the “2004 Plan” and, together with the 2003 Plancollectively, the “Company Stock Incentive Option Plans”), and any other plans of the Company in existence as of the Effective Time, which allows the purchase or grant of Company Common Stock, whether or not then exercisable, will be assumed by Holdings. Each Company Option so assumed by Holdings under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Incentive Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price), except that each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares of Holdings Common Stock equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time. The conversion of any Company Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase Holdings Common Stock and the assumption of such plan pursuant to Section 2.2 of this Agreement shall be made in a manner consistent with Section 424(a) of the Code and Treasury Regulations Section 1.424-1 so as not to constitute a “modification” of such Company Options within the meaning of Section 424 424(h)(3) of the Code.