Common use of Company Options and Stock-Based Awards Clause in Contracts

Company Options and Stock-Based Awards. (a) At the Acceptance Time: (i) each outstanding, unexpired and unexercised option to purchase Shares (the “Company Options”) granted under the stock plans of the Company, including the Company 2008 Stock Incentive Plan and any other plan, agreement or arrangement (the “Company Stock Plans”), shall vest and become exercisable; and (ii) each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured by the value of a number of Shares, and each award of any kind consisting of Shares, granted under Company Stock Plans (including restricted stock, restricted stock units, and performance share awards), other than Company Options (each, a “Company Stock-Based Award”), shall vest and the Company shall deliver shares of Company Common Stock in settlement thereof. Any outstanding performance share awards that are outstanding at the Acceptance Time shall be settled at target performance levels. (b) To the extent not exercised prior to the Effective Time, then upon the Effective Time, each Company Option shall be deemed to be exercised and cancelled and each former holder of any such cancelled Company Option shall become entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the deemed exercise and cancellation of such Company Option, a payment in cash (subject to any applicable withholding or other Taxes required to be withheld by applicable Law in accordance with Section 3.2(f)), without interest, in an amount equal to the product of (x) the total number of Shares subject to such Company Option and (y) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”), which Option Payments may, at the option of Parent, be made by or on behalf of Parent through the payroll system or pursuant to the payroll procedures of the Company or the Surviving Corporation. (c) The provisions of this Section 3.4 shall survive the consummation of the Merger.

Company Options and Stock-Based Awards. Section 3.5.1 Prior to the Effective Time, the Company Board (aor, if appropriate, any committee thereof) At shall take any actions necessary, including adopting appropriate resolutions, to provide that, concurrent with the Acceptance Effective Time: (ia) each outstanding, unexpired and unexercised option to purchase Shares Company Common Stock (the “Company Options”) granted under the stock plans of the CompanyCompany or under any individual consultant, including the Company 2008 Stock Incentive Plan and any other plan, employee or director agreement or arrangement (the “Company Stock Plans”), whether or not then exercisable, conditioned or vested, shall fully vest and become be deemed to be exercised and cancelled and each holder of a Company Option shall receive at the Effective Time (or as soon as practicable thereafter), in consideration of the deemed exercise and cancellation of such Company Option, a payment by the Surviving Corporation (or, at Parent’s option, Parent) in cash (subject to any applicable withholding or other Taxes required to be withheld by applicable Law), without interest, in an amount equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option (assuming such Company Option is fully vested and currently exercisable; ) and (iiy) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”) and (b) each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured by the value of a number of Sharesshares of Company Common Stock, and each award of any kind consisting of Sharesshares of Company Common Stock, granted under Company Stock Plans (including restricted stock, restricted stock units, deferred stock and performance share awards), other than Company Options and Company ESPP Rights (each, a “Company Stock-Based Award”), whether or not then vested, shall vest and on the terms set forth in the applicable Company Stock Plan (or, if such Company-Stock Based Awards would not otherwise vest, the Company Board shall deliver cause such Company-Stock Based Awards to vest in accordance with the applicable Company Stock Plan), and shall be cancelled and each beneficiary of a Company Stock-Based Award providing for such beneficiary to receive shares of Company Common Stock shall, in settlement lieu thereof. Any outstanding performance share awards that are outstanding at the Acceptance Time , be entitled to, and shall be settled at target performance levels. (b) To paid pursuant to Section 3.2, the extent not exercised prior Merger Consideration, without interest and less any required withholding Taxes, payable pursuant to the Effective Time, then upon Section 3.1.1 in respect of such shares of Company Common Stock. At and after the Effective Time, each Company Option and each Company Stock-Based Award shall be deemed cancelled and shall only entitle the holder thereof to payment as described in this Section 3.5. Section 3.5.2 With respect to the Company’s Employee Stock Purchase Plan (the “Company ESPP”) pursuant to which the Company has granted rights to purchase Company Common Stock (each such right, a “Company ESPP Right”), each Company ESPP Right outstanding as of June 30, 2007 shall automatically be exercised on such date in accordance with the Company ESPP, unless such Company ESPP Right is terminated prior to such exercise in accordance with the Company ESPP. The Company shall take such actions as are reasonably necessary to provide that no offering period shall commence under the Company ESPP for the period beginning July 1, 2007, and cancelled and each former holder ending on December 31, 2007 or for any subsequent period unless this Agreement is terminated in accordance with Section 8.1 prior to the beginning of any such cancelled subsequent period. The Company Option shall become entitled cause the Company ESPP to receive, terminate at the Effective Time and no further Company ESPP Rights shall be granted or as soon as practicable thereafter, in consideration of the deemed exercise and cancellation of such Company Option, a payment in cash (subject to any applicable withholding or other Taxes required to be withheld by applicable Law in accordance with Section 3.2(f)), without interest, in an amount equal to the product of (x) the total number of Shares subject to such Company Option and (y) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”), which Option Payments may, at the option of Parent, be made by or on behalf of Parent through the payroll system or pursuant to the payroll procedures of exercised under the Company or the Surviving CorporationESPP thereafter. (c) Section 3.5.3 The provisions of this Section 3.4 3.5 shall survive the consummation of the MergerMerger and are intended to be for the benefit of, and shall be enforceable by, each holder of any Company Options or Company ESPP Rights and each beneficiary of a Company Stock-Based Award, and their respective heirs, beneficiaries and representatives.

Company Options and Stock-Based Awards. Section 3.5.1 Prior to the Effective Time, the Board of Directors of the Company (aor, if appropriate, any committee thereof) At (the Acceptance "Company Board") shall, in accordance with the terms of the applicable Company Benefit Plan and consistent with the requirements of Section 409A of the Code, take all actions necessary and appropriate to provide that, concurrent with the Effective Time: (i) each outstanding, unexpired and unexercised option to purchase Shares Company Common Stock (the “"Company Options”") granted under the employee and director stock plans of the CompanyCompany or under any individual consultant, including the Company 2008 Stock Incentive Plan and any other plan, employee or director agreement or arrangement (the “"Company Stock Plans”"), whether or not then exercisable, conditioned or vested, shall fully vest and become be deemed to be exercised and cancelled and each holder of a Company Option shall be entitled to receive at the Effective Time, in consideration of the deemed exercise and cancellation of such Company Option, a payment by the Surviving Corporation (or, at Parent's option, Parent) in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld), in an amount equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option (determined on the basis that such Company Option is fully vested and currently exercisable) and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Option (such amounts payable hereunder being referred to as the "Option Payments"); and (ii) each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured by the value of a number of Sharesshares of Company Common Stock, and each award of any kind consisting of Sharesshares of Company Common Stock, granted under Company Stock Plans (including stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance shares and performance share awardsdividend equivalents), other than Company Options (each, a “"Company Stock-Based Award”"), whether or not then vested, shall fully vest and the each beneficiary of a Company shall deliver Stock-Based Award providing for such beneficiary to receive shares of Company Common Stock shall, in settlement lieu thereof. Any outstanding performance share awards that are outstanding at the Acceptance Time , be entitled to, and shall be settled at target performance levels. (b) To paid pursuant to Section 3.2, the extent not exercised prior Merger Consideration pursuant to the Effective Time, then upon Section 3.1.1 of this Agreement in respect of such shares of Company Common Stock. At and after the Effective Time, each Company Option shall be deemed to be exercised and cancelled and each former terminated and shall only entitle such holder of any such cancelled Company Option shall become entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration payment of the deemed exercise and cancellation of such Company Option, a payment Option Payment as described in cash (subject to any applicable withholding or other Taxes required to be withheld by applicable Law in accordance with Section 3.2(f)), without interest, in an amount equal to the product of (x) the total number of Shares subject to such Company Option and (y) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”), which Option Payments may, at the option of Parent, be made by or on behalf of Parent through the payroll system or pursuant to the payroll procedures of the Company or the Surviving Corporation. (c) The provisions of this Section 3.4 shall survive the consummation of the Merger3.5.