Common use of Company Option Plan Clause in Contracts

Company Option Plan. (a) The number of shares of Common Stock subject to outstanding Options held by each Seller as of the date hereof is set forth in Schedule 2.1 under the column "Number of Shares Subject to Options Owned." Buyer, the Company and each Seller that holds Options as of the date hereof agree that (A) such Seller will not exercise any Options in the 5 business days immediately preceding and including the Closing Date, and (B) at the Closing the following will occur simultaneously: (i) subject to the payment of the amounts required pursuant to Section 6.9(b), Buyer shall pay to each Seller the Share Purchase Price for each share of Common Stock subject to the Options held by such Seller (to the extent not theretofore exercised, terminated or cancelled), less the aggregate exercise price of such Options (to the extent not theretofore exercised, terminated or cancelled) held by such Seller, and (ii) the Option Plan and each Option and the related agreement pursuant to such Option Plan held by such Seller shall be terminated. (b) Buyer, the Company and each Seller that holds Options as of the date hereof agree that (i) after the close of business on the day prior to the date that is expected to be the Closing Date, the Company shall deliver to each such Seller a notice setting forth the aggregate amount of any Federal, state or local taxes required to be withheld from such Seller with respect to the transactions contemplated by Section 6.9(a) at the Closing (the "WITHHOLDING TAX"); (ii) each such Seller whose Options are terminated at the Closing pursuant to Section 6.9(a) shall, at the Closing, deliver to the Company a check, made payable to the order of the Company, in the amount of the Withholding Tax (unless the Company and such Seller agree to offset such amounts against amounts due hereunder); and (iii) as to each such Seller the Company shall, and Buyer shall cause the Company to, pay the appropriate portion of the Withholding Tax to the respective Federal, state or local tax authorities within the period prescribed by law.

Company Option Plan. (a) The number of shares of Common Linfinity shall (i) terminate its 1993 Stock subject to outstanding Options held by each Seller Plan (the "Option Plan") as of the date hereof is set forth in Schedule 2.1 Effective Time and (ii) grant no additional Options, restricted stock, stock units, performance units, performance shares, fixed awards or similar rights or awards under the column Option Plan or otherwise on or after the date hereof. As used hereafter in this Section 1.09, "Number Options" shall include each stock option or other right to acquire Shares (whether or not then exercisable, and regardless of Shares Subject the exercise price thereof) granted by Linfinity, whether pursuant to Options Ownedthe Option Plan or otherwise, to an employee, agent, consultant, advisor or director of Linfinity." Buyer, the Company and (b) Linfinity shall cancel each Seller that holds Options Option as of the date hereof agree that Effective Time pursuant to the terms of the Option Plan and without limitation to the foregoing, after having given at least fifteen (A15) days notice to each holder of Options of the material terms of this Agreement. In consideration for each cancellation of an Option, the holder of such Seller will not exercise any Options in Option shall be entitled to be paid out of the 5 business days immediately preceding and including Purchase Price an amount equal to the Closing Date, and (B) at the Closing the following will occur simultaneously: product of (i) subject to the payment excess of the amounts required pursuant to Section 6.9(b), Buyer shall pay to each Seller Common Price Per Share over the per Share Purchase Price for each share of Common Stock subject to the Options held by such Seller (to the extent not theretofore exercised, terminated or cancelled), less the aggregate exercise price of such Options Option (to the extent not theretofore exercised, terminated or cancelled) held by such Seller"Option Price Per Share"), and (ii) the Option Plan and each Option and the related agreement pursuant number of Shares subject to such Option Plan and Linfinity will deliver to the holder of such Options an "Option Cancellation Certificate." For the avoidance of doubt, Options with an exercise price of $0.50 will be entitled to $0.964569 and Options with an exercise price of $0.80 will be entitled to $0.664569 The aggregate price to be paid to the holder of any Option will be rounded down to the nearest cent after aggregating all Options for which payment will be made as held by such Seller Optionholder. No consideration will be paid to the holder of an Option the per share exercise price of which exceeds the Common Price Per Share. Except for Purchaser's payment of the Purchase Price as expressly provided in Section 1.07, SymmetriCom shall be terminated. (b) Buyer, indemnify and hold harmless Purchaser and the Company from and each Seller that holds Options as of the date hereof agree that (i) after the close of business on the day prior to the date that is expected to be the Closing Date, the Company shall deliver to each such Seller a notice setting forth the aggregate amount of against any Federal, state cost or local taxes required to be withheld from such Seller liability arising in connection with respect to the transactions contemplated by Section 6.9(a) at the Closing (the "WITHHOLDING TAX"); (ii) each such Seller whose Options are terminated at the Closing pursuant to Section 6.9(a) shall, at the Closing, deliver to the Company a check, made payable to the order of the Company, in the amount of the Withholding Tax (unless the Company and such Seller agree to offset such amounts against amounts due hereunder); and (iii) as to each such Seller the Company shall, and Buyer shall cause the Company to, pay the appropriate portion of the Withholding Tax to the respective Federal, state or local tax authorities within the period prescribed by lawOptions.

Company Option Plan. (a) The number Prior to the Effective Time, the Company shall have taken all necessary actions so that at the Effective Time, each unexpired and unexercised stock option under the Company's 1996 Stock Incentive Plan (the "Option Plan"), or otherwise granted by the Company outside of shares of Common Stock subject to outstanding Options held the Option Plan ----------- (the "Options"), will be assumed by each Seller Parent as of the date hereof is set forth in Schedule 2.1 under Effective Time as ------- hereinafter provided. At the column "Number Effective Time, without further action on the part of Shares Subject to Options Owned." Buyer, the Company and or the optionholder, each Seller that holds Options as Option will be automatically converted into an option (the "New Parent Option") to purchase common stock, par value ----------------- $0.01 per share, of Parent (the date hereof agree that (A) "Parent Common Shares"). With respect to each -------------------- such Seller will not exercise any Options in the 5 business days immediately preceding and including the Closing Date, and (B) at the Closing the following will occur simultaneously: New Parent Option (i) the number of Parent Common Shares subject to such New Parent Option will be determined by multiplying the payment number of Shares subject to such Option immediately prior to the amounts required pursuant to Section 6.9(bEffective Time by the Option Exchange Ratio (as hereinafter defined), Buyer shall pay to each Seller the Share Purchase Price for each and rounding any fractional share of Common Stock subject up to the Options held by such Seller (to the extent not theretofore exercised, terminated or cancelled), less the aggregate exercise price of such Options (to the extent not theretofore exercised, terminated or cancelled) held by such Sellernearest whole share, and (ii) the per share exercise price of such New Parent Option will be determined by dividing the exercise price per share specified in the Option by the Option Exchange Ratio, and rounding the exercise price thus determined up to the nearest whole cent, provided, however, that in the case of any Option to which Section 422 of the Code applies, the adjustments provided for in this Section shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. Such New Parent Option shall otherwise be subject to the same terms and conditions as such Option. At the Effective Time, (i) all references in the Option Plan, the applicable stock option or other award agreements issued thereunder and in any other Options to the Company shall be deemed to refer to Parent; and (ii) Parent shall assume the Option Plan and each Option and the related agreement pursuant to such Option Plan held by such Seller shall be terminated. (b) Buyer, the Company and each Seller that holds Options as all of the date hereof agree that (i) after the close of business on the day prior to the date that is expected to be the Closing Date, the Company shall deliver to each such Seller a notice setting forth the aggregate amount of any Federal, state or local taxes required to be withheld from such Seller Company's obligations with respect to the Options. The "Option Exchange Ratio" shall mean the Offer Price divided by the average of --------------------- the closing prices per Parent Common Share as reported on the New York Stock Exchange composite transactions contemplated by Section 6.9(areporting system (as reported in the New York City edition of The Wall Street Journal) at for each of the Closing (ten consecutive trading days in the "WITHHOLDING TAX"); (ii) each such Seller whose Options are terminated at the Closing pursuant to Section 6.9(a) shall, at the Closing, deliver period ending five days prior to the Company a check, made payable to the order of the Company, in the amount of the Withholding Tax (unless the Company and such Seller agree to offset such amounts against amounts due hereunder); and (iii) as to each such Seller the Company shall, and Buyer shall cause the Company to, pay the appropriate portion of the Withholding Tax to the respective Federal, state or local tax authorities within the period prescribed by lawEffective Time.