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; 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. The exercise price 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. 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, Parent shall assume the Company's 1999 Stock Plan (the "COMPANY PLAN"), and 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 Plan, and any individual non-plan options and warrants) 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 that whole number of shares of Surviving Corporation Common Parent Preferred Stock determined by multiplying (i) the number of shares of Company Capital Stock issuable upon subject to such Company Option at the Effective Time by the Exchange Ratio, at an exercise price per share of Parent Preferred Stock equal to the exercise price per share of such Company Option immediately prior to the Effective TimeTime divided by the applicable Exchange Ratio, by (ii) rounded up the Surviving Corporation Conversion Ratio; and (b) nearest cent. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a share of Parent Preferred Stock, then the number of shares of Parent Common Preferred Stock determined by multiplying (i) subject to such option will be rounded down to the nearest whole 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 Ratioshares. The exercise price 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. Continuous employment unchanged (it being understood that the vesting of certain Company Options will be accelerated in connection with the Company will be credited to an optionee Merger in accordance with the terms of existing agreements between 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 certain individuals as described in 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 TimeDisclosure Letter).

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; 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 subject to such Company Option at the Effective Time by the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the exercise price per share of such Company Option immediately prior to the Effective TimeTime divided by the Exchange Ratio, by (ii) rounded up to the nearest cent. If the foregoing calculation results in a Replacement Option being exercisable for a fraction of a share of Parent Conversion RatioCommon 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 exercise price term, exercisability, vesting schedule, acceleration provisions, vesting commencement date, status as an "incentive stock option" under Section 422 date of the CodeCompany Options will otherwise be unchanged, if applicable, all restrictions on the exercise of each such assumed Company Option and all other terms and conditions of the Company Replacement Options will otherwise shall be unchangedas 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 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 1998 Equity Incentive 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 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; 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 subject to such Company Option at the Effective Time by the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the exercise price per share of such Company Option immediately prior to the Effective TimeTime divided by the Exchange Ratio, by (ii) rounded up to the nearest cent. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a share of Parent Conversion RatioCommon Stock, then the number of shares of Parent Common Stock subject to such option will be rounded up to the nearest whole number of shares. The exercise price 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. 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 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.