Common use of Company Options and Warrants Clause in Contracts

Company Options and Warrants. At the Effective Time, each Company Option will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by the Surviving Corporation and Parent and converted into options to purchase the following: (a) the number of shares of Surviving Corporation Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio (such options referred to herein as Surviving Corporation Options); and (b) the number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Parent Conversion Ratio (such options referred to herein as Parent Options). The term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as an "incentive stock option" under Section 422 of the Code, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. The exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent. If the foregoing calculation results in an assumed Parent Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective Time, the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective Time.

Company Options and Warrants. At the Effective Time, each of the then outstanding options and warrants to purchase Company Option Capital Stock whether vested or unvested (collectively, the "COMPANY OPTIONS") (including all outstanding options granted under the Company's 1996 Stock Plan (the "COMPANY PLAN"), and any individual non-plan options) will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by the Surviving Corporation and Parent and converted into options an option or warrant, as the case may be, to purchase the following: (a) the number of shares of Surviving Corporation Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio (such options referred to herein as Surviving Corporation Options); and (b) the that whole number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of subject to such Company Option immediately prior to at the Effective TimeTime by the Common Exchange Ratio with respect to Company Options to purchase Company Common Stock and the Series A Exchange Ratio, by (ii) the Parent Conversion Series B Exchange Ratio, Series C Exchange Ratio, Series D Exchange Ratio, Series E Exchange Ratio (such options referred and Series F Exchange Ratio with respect to herein as Parent Options). The termCompany Options to purchase Series A Preferred Stock, exercisabilitySeries B Preferred Stock, vesting scheduleSeries C Preferred Stock, acceleration provisionsSeries D Preferred Stock, vesting commencement dateSeries E Preferred Stock and Series F Preferred Stock, status as an "incentive stock option" under Section 422 respectively, of the CodeCompany, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. The at an exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be Common Stock equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time divided by the applicable Exchange Ratio, referred to in this sentence, rounded up to the nearest cent. If the foregoing calculation results in an assumed Parent Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares. Continuous employment with The term, exercisability, vesting schedule, vesting commencement date, status as an "incentive stock option" under Section 422 of the Company will be credited to an optionee Code, if applicable, and all other terms and conditions of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge Options will otherwise be unchanged (it being understood that the vesting of certain Company Options will be accelerated in connection with the Merger will constitute a "Change in accordance with the terms of Control" under existing agreements between the Company Plans. Prior to the Effective Time, and certain individuals as described in the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective TimeDisclosure Letter).

Company Options and Warrants. (i) At the Effective Time, each Company Option will by virtue of that is outstanding and unexercised immediately prior to the MergerEffective Time under the Equity Incentive Plan, whether or not vested, shall automatically and without any further action on the part of any the holder thereof, be converted into and become an option to purchase PTI Common Stock, and PTI shall assume the Equity Incentive Plan and each such Company Option in accordance with the terms of the Equity Incentive Plan and the terms of the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed by the Surviving Corporation and Parent and PTI shall thereupon be converted into options rights with respect to purchase PTI Common Stock. Accordingly, from and after the followingEffective Time: (ai) each Company Option assumed by PTI may be exercised solely for PTI Common Stock; (ii) the number of shares of Surviving Corporation PTI Common Stock subject to each Company Option assumed by PTI shall be determined by multiplying (iA) the number of shares of Company Capital Common Stock issuable upon the exercise of that were subject to such Company Option Option, as in effect immediately prior to the Effective Time, by (iiB) the Surviving Corporation Conversion Exchange Ratio (such options referred and rounding the resulting number down to herein as Surviving Corporation Options); and (b) the nearest whole number of shares of Parent PTI Common Stock; (iii) the per share exercise price for the PTI Common Stock issuable upon exercise of each Company Option assumed by PTI shall be determined by multiplying dividing (iA) the number per share exercise price of the shares of Company Capital Common Stock issuable upon the exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time, by (iiB) the Parent Conversion Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (such options referred to herein as Parent Options). The iv) any restriction on the exercise of any Company Option assumed by PTI shall continue in full force and effect and the term, exercisability, vesting scheduleschedule and other provisions of such Company Option shall otherwise remain unchanged; provided, acceleration provisionshowever, vesting commencement datethat: (A) to the extent provided under the terms of a Company Option, status such Company Option assumed by PTI in accordance with this Section 5.5(a)(i) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to PTI Common Stock subsequent to the Effective Time; and (B) the PTI Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company Board of Directors or any committee thereof with respect to each Company Option assumed by PTI. Notwithstanding anything to the contrary in this Section 5.5(a)(i), the conversion of each Company Option (regardless of whether such option qualifies as an "“incentive stock option" under ” within the meaning of Section 422 of the Code) into an option to purchase shares of PTI Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, if applicable, all restrictions on such that the exercise conversion of each such assumed a Company Option and all other terms and conditions of the Company Options will otherwise would not be unchanged. The exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be equal intended to the quotient obtained by dividing 80% of the exercise price per share constitute a “modification” of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent. If the foregoing calculation results in an assumed Parent Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining Section 409A or Section 424 of the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective Time, the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective TimeCode.

Company Options and Warrants. At the Effective Time, each of the then outstanding options and warrants to purchase Company Capital Stock whether vested or unvested (collectively, the "Company Options") (including all outstanding options granted under the Company's 1998 Stock Option Plan (the "Company Plan"), and any individual non-plan options) will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by cancelled. Parent agrees to grant to each of the Surviving Corporation holders of such options and Parent and converted into options warrants (all of whom are listed on Section 3.2 of the Company Disclosure Letter) a replacement non-statutory stock option (a "Replacement Option") to purchase the following: (a) the number of shares of Surviving Corporation Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio (such options referred to herein as Surviving Corporation Options); and (b) the that whole number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of subject to such Company Option immediately prior to at the Effective TimeTime by the Exchange Ratio, by (ii) the Parent Conversion Ratio (such options referred to herein as Parent Options). The term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as at an "incentive stock option" under Section 422 of the Code, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. The exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be Common Stock equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. If the foregoing calculation results in an assumed Parent a Replacement Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares. The term, exercisability, vesting schedule, vesting commencement date of the Company Options will otherwise be unchanged, and all other terms and conditions of the Replacement Options shall be as provided in Parent's Restated 1996 Flexible Stock Incentive Plan and standard form of agreement. Continuous employment with the Company will be credited to an optionee of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock and Parent Common Stock subject to exercise under an assumed Company a Replacement Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective Time, the Company shall take all action necessary so that all outstanding warrants and any other rights Company Options issued to acquire Company Capital Stock (other than non-employees of the Company Options) ("Warrants") are either exercised in full or terminated immediately prior to the Effective Time.

Company Options and Warrants. At the Effective Time, each then outstanding Company Option will by virtue and Company Warrant listed on SCHEDULE 1.6 of the Merger, and without any further action on the part of any holder thereof, this Agreement shall be assumed by the Surviving Corporation and Parent terminated and converted into options the right to receive a warrant to purchase the following: (a) the that number of shares of Surviving Corporation Common Series G Stock determined by multiplying (iwith the associated rights to a portion of the Cash Consideration and Contingent Consideration, collectively referred to in the Series G Warrants as a Unit) specified on SCHEDULES 1.5 AND 1.6. Each of the warrants to purchase shares of Series G Stock (the "SERIES G WARRANTS") shall be fully vested and in the form attached to this Agreement as EXHIBIT I. The number of shares of Series G Stock subject to each Series G Warrant shall be equal to the number of shares of Company Capital Common Stock that were subject to each exchanged Company Option or Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Series G Stock. The per share exercise price for the Series G Stock issuable upon the exercise of each Series G Warrant issued in exchange for such Company Option or Company Warrant shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option or Company Warrant, as in effect immediately prior to the Effective Time, by (ii) the Surviving Corporation Conversion Ratio (such options referred to herein as Surviving Corporation Options); and (b) the number of shares of Parent Common Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon the exercise of such Company Option immediately prior to the Effective Time, by (ii) the Parent Conversion Ratio (such options referred to herein as Parent Options). The term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as an "incentive stock option" under Section 422 of the Code, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Options will otherwise be unchanged. The exercise price per share of the Surviving Corporation Options will remain unchanged. The exercise price per share of the Parent Options will be equal to the quotient obtained by dividing 80% of the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded up and rounding the resulting exercise price to the nearest centwhole cent as is specified on SCHEDULE 1.6 hereto. If Holders of the foregoing calculation results in an assumed Series G Warrants shall be entitled to receive, upon exercise: (a) shares of Series G Stock (or (i) Parent Option being exercisable for a fraction of a share of Common Stock if the Series G Stock has converted into Parent Common Stock, then the number of or (ii) any property or consideration issued in exchange for such shares of Series G Stock or Parent Common Stock subject Stock), (b) that portion of the Cash Consideration to which such option will be rounded down holder would have otherwise been entitled to had he exercised his Company Option or Company Warrant immediately prior to Closing; and (c) that portion, or the right to receive such portion, of the Contingent Consideration, if any, to which such holder would have otherwise been entitled had he exercised such Company Option or Company Warrant immediately prior to Closing. Parent shall hold the Cash Consideration allocated for each holder of Series G Warrants in trust until such time as the holder actually exercises such Series G Warrant. The portion of Contingent Consideration related to the nearest whole number Series G Warrants shall remain authorized and reserved by Parent until the later of sharessuch time as the holder actually exercises such Series G Warrant or at the time of expiration or termination or such warrant. Continuous employment with Any Cash Consideration or Contingent Consideration so allocated to Series G Warrants which expire or are terminated shall revert back to Parent at the time of such expiration or termination. Each Company will be credited to an optionee Option and Company Warrant holder's PRO RATA portion of the Company for purposes of determining the number of shares of Surviving Corporation Common Stock Cash Consideration and Parent Common Stock subject to exercise under an assumed Company Option after the Effective Time. The Parties acknowledge that the Merger will constitute a "Change of Control" under the Company Plans. Prior to the Effective TimeContingent Consideration, the Company shall take all action necessary so that all outstanding warrants and any other rights to acquire Company Capital Stock (other than the Company Options) ("Warrants") are either exercised in full or terminated prior to the Effective Timeif any, is set forth on SCHEDULE 1.5.