Common use of Company Options and Company Warrants Clause in Contracts

Company Options and Company Warrants. All of the Company’s unexercised and outstanding options (the “Company Options”) issued and outstanding immediately prior to the Merger Effective Time under the Company’s 2006 Incentive Stock Option Plan, 2000 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Non-Employee Directors’ Stock-Option Plan and any other plan or agreement pursuant to which Company Options have been issued by the Company (the “Company Stock Plans”) and, to the extent cancelable unilaterally by the Company in the Merger, all of the Company’s unexercised and outstanding warrants (the “Company Warrants”) shall be cancelled at or prior to the Merger Effective Time, and any holders of a Company Option or Company Warrant shall cease to have any rights with respect thereto. The Surviving Corporation shall have no duty to assume any obligations under the Company Options or Company Warrants or to provide any substitute benefit for the securities that would have been provided upon exercise of the Company Options or Company Warrants except to the extent a Company Warrant is not cancelable unilaterally by the Company in the Merger, in which case such Company Warrant shall become a warrant for the amount of Merger Consideration which would have been payable if such Company Warrant had been exercised, and a Cash Election had been made, prior to the Closing. At or prior to the Merger Effective Time, the Company agrees to take all necessary action to effect the termination of (i) all outstanding Company Options, (ii) the Company Stock Plans and (iii) all outstanding Company Warrants cancelable unilaterally by the Company in the Merger.

Company Options and Company Warrants. All As of the Company’s unexercised Effective Time, each Company Stock Option and outstanding options (the “each Company Options”) issued and Warrant which is outstanding immediately prior to the Merger Effective Time under the Company’s 2006 Incentive Stock Option PlanTime, 2000 Equity Incentive Planwhether or not then exercisable, 1996 Equity Incentive Plan, 1996 Non-Employee Directors’ Stock-Option Plan and any other plan or agreement pursuant to which Company Options have been issued by the Company (the “Company Stock Plans”) and, to the extent cancelable unilaterally shall be cancelled by the Company in consideration for which the Merger, all holder of the Company’s unexercised and outstanding warrants (the “any such Company Warrants”) shall be cancelled at or prior to the Merger Effective Time, and any holders of a Company Stock Option or Company Warrant that (a) is vested and exercisable as of immediately prior to the Effective Time (taking into account any acceleration upon an acquisition or a change of control), and (b) has an exercise or purchase price per share of Company Stock subject to such Company Stock Option or Company Warrant that is less than the Exchange Amount, shall cease thereupon be entitled to have any rights with respect thereto. The receive promptly (but in no event later than five days) after the Effective Time, a cash payment from the Surviving Corporation shall have no duty (for Company Stock Options) or the Exchange Agent (for Company Warrants) in respect of such cancellation in an amount (if any) equal to assume any obligations under the product of (x) the number of shares of Company Stock subject to such Company Stock Option or Company Warrant and (y) the excess of the Exchange Amount over the exercise or purchase price per share of Company Stock subject to such Company Stock Option or Company Warrant, subject to and reduced by all applicable federal, state and local Taxes required to be withheld by the Company. All Company Stock Options or Company Warrants or to provide any substitute benefit for the securities that would have been provided upon exercise are not vested and exercisable as of the Company Options or Company Warrants except to the extent a Company Warrant is not cancelable unilaterally by the Company in the Merger, in which case such Company Warrant shall become a warrant for the amount of Merger Consideration which would have been payable if such Company Warrant had been exercised, and a Cash Election had been made, immediately prior to the ClosingEffective Time (taking into account any acceleration upon an acquisition or change of control), or that have an exercise or purchase price per share of Company Stock subject to such Company Stock Option or Company Warrant that is equal to or greater than the Exchange Amount, shall be forfeited and cancelled for no consideration as of the Effective Time. All restrictions on shares of Company Stock granted pursuant to a Company Stock Plan shall lapse immediately prior to the Effective Time. At or prior to the Merger Effective Time, the Company agrees to take all necessary action to effect the termination Company’s Board of Directors (ior a committee thereof) all outstanding Company Optionswill adopt amendments to, (ii) or make determinations with respect to, the Company Stock Plans Plans, individual agreements evidencing the grant of Company Stock Options or Company Plans, to the extent necessary, and (iii) take all outstanding Company Warrants cancelable unilaterally by other actions, as it may reasonably deem to be necessary, to implement the Company in the Mergerprovisions of this Section 5.5.

Company Options and Company Warrants. All (a) Each Company Option outstanding and unexercised as of immediately before the Effective Time with a per share exercise price less than the Per Share Merger Consideration (an “In-the-Money Option”) (i) will, automatically and without any required action on the part of the Company’s unexercised holder thereof, be cancelled as of the Effective Time and outstanding options converted into the right to receive an amount in cash equal to the difference between (A) the “Per Share Merger Consideration multiplied by the number of shares of Company Options”Common Stock underlying such In-the-Money Option, and (B) issued the aggregate exercise price of such In-the-Money Option, and outstanding (ii) at the Effective Time, each In-the-Money Option will, to the extent not vested, accelerate and become fully vested and exercisable as of immediately prior to the Merger Effective Time under the Company’s 2006 Incentive Stock Option PlanTime. Each Company Option, 2000 Equity Incentive Planwhether vested or unvested, 1996 Equity Incentive Plan, 1996 Non-Employee Directors’ Stock-Option Plan outstanding and any other plan or agreement pursuant to which Company Options have been issued by the Company (the “Company Stock Plans”) and, to the extent cancelable unilaterally by the Company in the Merger, all unexercised as of the Company’s unexercised and outstanding warrants (the “Company Warrants”) shall be cancelled at or immediately prior to the Merger Effective TimeTime that is not an In-the-Money Option will automatically and without any required action on the part of the holder thereof, be cancelled as of the Effective Time without any consideration payable in respect thereof. As soon as reasonably practicable after the Effective Time (and any holders of a Company Option if practicable by the next regularly scheduled payroll date; provided, however, that it would be considered not practicable if such 39 payroll date is within ten days following the Closing Date), Parent or Company Warrant shall cease to have any rights with respect thereto. The the Surviving Corporation shall have no duty pay over to assume any obligations each holder of In-the-Money Options the aggregate cash consideration payable to such holder of In-the-Money Options pursuant to this Section 5.3(a). Such cash consideration shall be rounded down to the nearest cent and Parent and the Surviving Corporation shall be entitled to deduct and withhold from such cash consideration such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Company Options Code, the rules and regulations promulgated thereunder, or Company Warrants any applicable Legal Requirement. To the extent that amounts are so withheld by Parent or to provide any substitute benefit the Surviving Corporation, such withheld amounts shall be treated for the securities that would have all purposes of this Agreement as having been provided upon exercise of the Company Options or Company Warrants except paid to the extent a Company Warrant is not cancelable unilaterally holder of In-the-Money Options in respect to which such deduction and withholding was made by Parent or the Company in Surviving Corporation, as the Merger, in which case such Company Warrant shall become a warrant for the amount of Merger Consideration which would have been payable if such Company Warrant had been exercised, and a Cash Election had been made, prior to the Closing. At or prior to the Merger Effective Time, the Company agrees to take all necessary action to effect the termination of (i) all outstanding Company Options, (ii) the Company Stock Plans and (iii) all outstanding Company Warrants cancelable unilaterally by the Company in the Mergermay be.