Common use of Company Options Clause in Contracts

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the First Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the First Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Disclosure Schedule hereto sets forth a true Plan and complete list each such Company Option in accordance with the terms (as in effect as of the date of this Agreement Agreement) of all holders the Company Plan and the terms of outstanding the stock option agreement by which such Company OptionsOption is evidenced (but with changes to such documents as Parent in good faith determines are necessary to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, including from and after the First Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Company Parent Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that determined by multiplying (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the First Effective Time multiplied Time, by (B) the Common Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the First Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable that, (I) in the case of any Company Option to which Section 421 of the Code applies as of the First Effective Time to the extent vested as by reason of its qualification under Section 422 of the Effective Time Code, the exercise price, the number of shares of Parent Common Stock subject to such option and will continue the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (II) the exercise price, the number of shares of Parent Common Stock subject to, and the terms and conditions of exercise of each option to become exercisable as they vest after purchase Parent Common Stock shall also be determined in a manner consistent with the Effective Time. Consistent with requirements of Section 409A of the Code; provided, further, that: (x) Parent may amend the terms of the Company Option Plan Options and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except Plan as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption may be necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the Effective Time, NetRatings will issue occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (y) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option assumed by NetRatingsParent.

Company Options. (a) At As of the Transaction Effective Time, by virtue of the Transaction Merger, each Company OptionOption that is outstanding and unexercised immediately prior to the Transaction Effective Time, whether vested or unvested, will shall be assumed by NetRatings the Purchaser and shall be converted into a right (an “Adjusted Option”) to acquire Purchaser Common Stock in accordance with this Section 2.8(d). Each such Adjusted Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Option immediately prior to the Transaction Effective Time, including the same vesting schedule as the applicable Company Option (and no Company Option shall have its vesting accelerated in connection with the consummation of the transactions contemplated by this Section 5.7. Section 5.7 Agreement) (provided, that no Adjusted Options shall be exercisable prior to the earlier to occur of (i) the one (1) year anniversary of the Closing Date or (ii) sixty (60) days after the Company Option holder’s termination of employment or termination of service with the Purchaser and its “affiliates” (within the meaning of the Company Disclosure Schedule hereto sets forth a true and complete list Stock Plan)), except that as of the date Transaction Effective Time, the Adjusted Option as so assumed and converted shall be exercisable for that number of this Agreement whole shares of all holders Purchaser Common Stock (rounded down to the nearest whole share) equal to the product of outstanding Company Options, including (x) the number of shares of Company Common Stock subject to each such optionCompany Option multiplied by (y) the Exchange Ratio, the exercise or vesting schedule, the at an exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Purchaser Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth cent) equal to the quotient of (a) the exercise price per share of Company Common Stock of such Company Option, divided by (b) the Exchange Ratio; provided that the exercise price and/or the number of shares of Purchaser Common Stock that may be purchased under the Adjusted Option shall be further adjusted to the extent required to remain compliant with, or exempt from, the requirements of Section 409A of the Code; and provided further, that in the case of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, the exercise price and the number of shares of Purchaser Common Stock subject to the Adjusted Option shall be determined in a centmanner consistent with the requirements of Section 424 of the Code and the Department of Treasury Regulations issued thereunder. Further, with respect to three percent (3%) of the shares which can be acquired under each Adjusted Option (such 3%, the “Reserved Portion”), in addition to the above-described exercisability restrictions applicable to the Adjusted Option, the Reserved Portion shall (A) in no event be exercisable until after the Expiration Date, (B) immediately after 11:59 p.m. New York City time on the Expiration Date, the Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders, net of the number of Escrow Shares retained for Pending Claims, bears to the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) and (C) with respect to the portion of the Reserved Portion equal to the number of Escrow Shares retained after the Expiration Date for Pending Claims divided by the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) (the “Pending Reserved Portion”), (I) such Pending Reserved Portion shall continue to not be exercisable until after the final resolution of all Pending Claims, and (iiiII) upon the termfinal resolution of all Pending Claims, vesting schedule and other provisions the Pending Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that were retained for Pending Claims that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Option Holders) bears to the aggregate number of Escrow Shares that were retained for Pending Claims. For the avoidance of doubt, the period of exercisability of an Adjusted Option, including the Reserved Portion, shall remain unchangednot be extended. For purposes of this Agreement, provided that “Exchange Ratio” means the ratio at which a share of Company Common Stock is exchanged for shares of Purchaser Common Stock at the Transaction Effective Time, as calculated pursuant to Section 2.7. From and after the Transaction Effective Time, (i) all references to the Company (including any references relating to a “Sale Event” involving the Company) in the Company Stock Plan and in each agreement evidencing any outstanding award of Company Options shall be exercisable as deemed to refer to the Purchaser and (ii) the aggregate number of awards permitted to be issued or granted under the Company Stock Plan shall be adjusted to an amount equal to (A) the aggregate number of shares subject to awards permitted to be issued or granted under the Company Stock Plan immediately prior to the Transaction Effective Time multiplied by (B) the Exchange Ratio. Prior to the Transaction Effective Time, the Company Stock Plan shall be amended, to the extent vested as of necessary, to reflect the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as transactions contemplated by this Section 2.8(d), including the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption conversion of the Company Options in and the Merger. Within 20 business days after substitution of the Effective Time, NetRatings will issue to each person who, immediately prior Purchaser for the Company thereunder to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory extent appropriate to ACN evidencing effectuate the foregoing assumption of such Company Stock Plan by the Purchaser. Promptly after the Closing, the Purchaser shall take all action necessary or appropriate in accordance with applicable securities Laws to have available for issuance under an effective registration statement filed with the SEC a sufficient number of shares of Purchaser Common Stock for delivery upon exercise or vesting of the Adjusted Options. As of the Transaction Effective Time, except as provided in this Section 2.8(d), all rights under any Company Option by NetRatingsand any provision of the Company Stock Plan providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company shall ensure that, as of and after the Transaction Effective Time, except as provided in this Section 2.8(d), no Person shall have any rights under the Company Stock Plan.

Company Options. (a) At Unless the terms of an agreement evidencing a Company Option or the provisions of the Company Option Plan applicable to a Company Option provide otherwise, each Company Option that is issued and outstanding immediately prior to the Effective Time, each Company Option, whether vested or unvestednot then exercisable, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true Parent and complete list as of the date of this Agreement of all holders of outstanding converted into an option to purchase Parent Common Stock (“Assumed Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date”). Each such Company Option so assumed by NetRatings under this Agreement shall and converted will continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Timeconditions, except that (i) such each converted Company Option will shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of NetRatings Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and (rounded down to the nearest whole number of shares of NetRatings Common Stockshare), and (ii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such assumed option will converted Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, Ratio (rounded up to the nearest whole tenth cent); provided, however, that the terms of each of the Company Options will provide (x) for an equitable adjustment in the event that any Escrow Shares are delivered by the Escrow Agent to a cent, and (iii) Parent Indemnified Party so that the term, vesting schedule and other provisions holder of such Company Option shall remain unchangedwill bear a pro rata portion (relative to the Total Outstanding Shares) of the aggregate indemnifiable Damages giving rise to such delivery of Escrow Shares and (y) upon exercise of such Company Option, a portion of the Parent Common Stock issued upon such exercise (equal to the portion of Company Stock then held in the Escrow Account relative to the number of shares of Parent Common Stock previously delivered to the Company Stockholders pursuant to this Agreement) will be retained by Parent in escrow and transferred to either Parent or the holder of such Company Option, as applicable, at the same time and in the same relative proportion as the Escrow Shares are transferred out of the Escrow Account. The conversion of Company Options provided for in this Section 2.6(c) with respect to any Company Options that all outstanding Options are “incentive stock options” (as defined in Section 422 of the Code) shall be exercisable as effected in a manner consistent with Section 424(a) of the Effective Time Code and otherwise in a manner intended to preserve incentive stock option treatment to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated permitted by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsapplicable law.

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 virtue of the Company Disclosure Schedule hereto sets forth a true Merger, and complete list as without any action on the part of the date any holder of this Agreement of all holders of outstanding Company Options, including the number of shares of an option to purchase Company Common Stock subject to each such option, granted under the exercise or vesting schedule, the exercise price per share and the term of each such Company Option Plan (a "Company Option. On "), each Company Option that is then outstanding and unexercised shall, at the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 election of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so holder thereof pursuant to Section 1.9(b), be either: (i) assumed by NetRatings under this Agreement shall continue Purchaser and converted into an option to have, and be subject to, purchase Purchaser Common Stock (a "Substituted Option") on the same terms and conditions set forth as are in effect with respect to the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (iA) such Company each Substituted Option will may be exercisable exercised solely for that shares of Purchaser Common Stock, (B) the number of whole shares of NetRatings Purchaser Common Stock subject to each Substituted Option shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such subject to the assumed Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded Ratio, the product being rounded, if necessary, up or down to the nearest whole number of shares of NetRatings Common Stockshare, and (iiC) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will under each Substituted Option shall be equal to the per share exercise price of the assumed Company Option immediately prior to the Effective Time divided by the Exchange Ratio, the quotient being rounded, if necessary, up or down to the nearest cent; (ii) cancelled and all rights thereunder be extinguished ("Cancelled Option"), in consideration for which Company shall make payment immediately after the Effective Time in an amount determined by dividing multiplying (A) the exercise price per share at which number of shares of Company Common Stock underlying such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up (B) an amount equal to the nearest whole tenth excess (if any) of a cent(x) the Per Share Cash Consideration, and over (y) the exercise price per share of such Company Option; or (iii) the term, vesting schedule assumed by Purchaser and other provisions converted into an option to purchase Purchaser Common Stock as provided in Section 1.9(a)(i) with respect to a number of shares of Company Common Stock subject to such Company Option shall remain unchanged, designated by the holder thereof and cancelled in consideration for payment as provided that all outstanding Options shall be exercisable as of the Effective Time in Section 1.9(a)(ii) with respect to the extent vested as remaining shares of the Effective Time and will continue to become exercisable as they vest after the Effective TimeCompany Common Stock subject thereto. Consistent with the terms (b) In order for any holder of the a Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding to have his or her Company Options orconverted into a Substituted Option as set forth in Section 1.9(a)(i) or to receive cash in exchange for a Cancelled Option as set forth in Section 1.9(a)(ii) or to receive a Substituted Option and cash as set forth in Section 1.9(a)(iii), except as contemplated by the preceding sentence, the acceleration of the exercisability such holder shall have executed a written election with respect to such conversion or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 cancellation no later than three business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was which written election shall be in such form as shall be prescribed by Company and reasonably satisfactory to Purchaser. No payment shall be made to a holder of an outstanding a Cancelled Option unless and until such holder has executed and delivered the foregoing written election. In the event any holder of a Company Option a document in form and substance reasonably satisfactory fails to ACN evidencing make an election within the foregoing assumption of such time frame set forth herein, the Company Option by NetRatings.held thereby shall automatically be converted at the Effective Time into an option to purchase Purchaser Common Stock in the amount and at the exercise price as calculated pursuant to Section 1.9(a)(i). 4

Company Options. (a) At the Effective Time, each unvested Company Option, whether vested or unvestedshall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest number of whole shares) of (i) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time, will and (ii) the Option Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (B) the Option Exchange Ratio; provided, however, that such conversion shall in all events occur in a manner satisfying the requirements of Sections 409A, 422 and 424 of the Code and Treasury Regulation Section 1.424-1. For purposes of this Agreement, the “Option Exchange Ratio” shall be assumed by NetRatings the fraction having a numerator equal to the per share Merger Consideration (valuing the Stock Portion of the Merger Consideration at the Measurement Price thereof) and having a denominator equal to the Measurement Price. Except as contemplated by specifically provided in this Section 5.72.4(a), following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as set forth in the applicable Company Equity Plan and any agreements thereunder as were applicable immediately prior to the Effective Time. Section 5.7 In addition to the foregoing, Parent shall assume the Company Equity Plans, and the number and kind of shares available for issuance under the Company Equity Plans shall be converted into shares of Parent Common Stock in accordance with the provisions of each applicable Company Equity Plan. At the Effective Time, each vested Company Option shall, by virtue of the Company Disclosure Schedule hereto sets forth a true Merger and complete list as without any action on the part of the date holders thereof, the Company, Parent or Merger Sub, be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time, from Parent, the consideration, subject to all applicable income and employment withholding taxes, such holder would have received if such holder had effected a cashless exercise of this Agreement such vested Company Option immediately prior to the Effective Time and the shares of all holders Company Common Stock issued upon such cashless exercise were converted in the Merger into Merger Consideration pursuant to Section 2.1(a). Such cashless exercise shall be deemed to have been effected by distributing to the holder of outstanding each vested Company Options, including Option a number of shares of Company Common Stock equal to the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such vested Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of less the number of shares of Company Common Stock that were issuable upon equal in value to the sum of the aggregate exercise price of each vested Company Option plus the aggregate income and employment withholding taxes payable as a result of the deemed exercise of such each vested Company Option (measured based on the extent to which the aggregate fair market value of the total number of shares of Company Common Stock issuable under each vested Company Option immediately prior to the Effective Time multiplied by exceeds the Common Exchange Ratio and rounded down to the nearest whole aggregate exercise price of each vested Company Option). The net number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Company Common Stock issuable upon deemed issued in connection with the deemed cashless exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such each vested Company Option was exercisable immediately prior to shall be converted on the Effective Time by into the Common Exchange RatioMerger Consideration. Promptly following the date of this Agreement, rounded up the Company shall deliver written notice to the nearest whole tenth each holder of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as informing such holder of the Effective Time to the extent vested as effect of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of Merger on the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the Effective Time, the Company Stock Option Plans, the Company Options and each outstanding option to purchase shares of Company OptionCommon Stock under the Company Stock Option Plans, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7Parent. Section 5.7 of the Company Disclosure represents and warrants to Parent that Schedule 5.13 ------------- hereto sets forth a true and complete list as of the date of this Agreement hereof of all holders of outstanding options under the Company Stock Option Plans and all other Company Options, including the number of shares of Company Common Stock capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Optionoption. On the Closing Date, the Company shall deliver to NetRatings Parent an updated Section 5.7 of the Company Disclosure Schedule 5.13 hereto ------------- current as of such date. Each such Company Option option so assumed by NetRatings Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plan Plans, the Company Options and any other document governing such Company Option the applicable stock option agreements, immediately prior to the Effective Time, except that (i) such Company Option option will be exercisable for that number of whole shares of NetRatings Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Parent Common Stock, and (ii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) subject to any adjustments necessary to protect the termstatus of any option as an incentive stock option as defined in Section 422 of the Code. It is the intention of the parties that the options so assumed by Parent qualify, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of to the maximum extent permissible following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent vested such options qualified as of the Effective Time and will continue incentive stock options prior to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan As soon as practicable (and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 event within thirty (30) business days after the Effective Time, NetRatings Parent will issue to each person who, immediately prior to the Effective Time, Time was a holder of an outstanding option under the Company Stock Option Plans or a Company Option a document document, in form and substance submitted to Company at least ten (10) days before the Closing Date and reasonably satisfactory to ACN Company, evidencing the foregoing assumption of such option by Parent. All Company Option Options assumed by NetRatingsParent hereunder will be exercisable in accordance with their terms without regard to whether such document has been delivered to the holder thereof.

Company Options. (a) At the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of converted into and become an option to purchase Parent ADSs, and Parent shall assume the Company Disclosure Schedule hereto sets forth a true Plan and complete list each such Company Option in accordance with the terms (as in effect as of the date of this Agreement Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase Parent ADSs), all holders in accordance with the provisions of outstanding the Options Tax Ruing or the Interim Options Tax Ruling, if obtained. All rights with respect to Company OptionsOrdinary Shares under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent ADSs. Accordingly, including from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for Parent ADSs; (ii) the number of shares of Company Common Stock Parent ADSs subject to each such option, Company Option assumed by Parent shall be determined by multiplying (A) the exercise or vesting schedule, the exercise price per share and the term number of each Company Ordinary Shares that were subject to such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option effect immediately prior to the Effective Time, except that by (iB) such Company Option will be exercisable for that the Exchange Ratio, and rounding the resulting number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, Parent ADSs; (iiiii) the per share exercise price for the shares of NetRatings Common Stock Parent ADSs issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Ordinary Shares subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with however, that: (A) Parent may amend the terms of the Company Option Plan Options and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent ADSs (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the Effective Time, NetRatings will issue occurrence of certain corporate events that relate to Parent and/or Parent ADSs); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option assumed by NetRatingsParent.

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.75.4. Section 5.7 5.4 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement Closing Date of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of Parent and converted into an option to purchase Parent Common Stock, and Parent shall assume the Company Disclosure Schedule hereto sets forth a true Plan and complete list each such Company Option in accordance with the terms (as in effect as of the date of this Agreement Agreement) of all holders the Company Plan and the terms of outstanding the stock option agreement by which each such Company OptionsOption is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the assumption of the Company Options by Parent). All rights with respect to Company Common Stock under Company Options assumed by Parent (each, including an “Assumed Option”) shall thereupon be converted into rights with respect to Parent Common Stock in accordance with this Section 5.5(a). Accordingly, from and after the Effective Time: (i) each Assumed Option may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Company Parent Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company Assumed Option shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed be determined by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that multiplying (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied Time, by (B) the Common Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such assumed option will each Assumed Option shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Assumed Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with that: (A) Parent may amend the terms of the Company Option Plan Options and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the Effective Time, NetRatings will issue occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsAssumed Option.

Company Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of outstanding options to purchase Company Common Stock (“Company Stock Options”), each Company Stock Option, whether vested or unvested, will and all Company Stock Plans (as hereinafter defined) themselves, insofar as they relate to outstanding Company Stock Options, shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Parent and each Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company OptionsStock Option shall become an option to acquire, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, on the same terms and conditions set forth in as were applicable under the Company Option Plan and any other document governing such Company Stock Option immediately prior to the Effective Time, except that the number of shares of common stock, $0.10 par value per share, of Parent (“Parent Common Stock;” such options, “Parent Stock Options”) determined as follows: (i) such Company Option will be exercisable for that the number of whole shares of NetRatings Parent Common Stock equal subject to the product of each Company Stock Option assumed by Parent shall be determined by multiplying the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Common Exchange Conversion Ratio (as defined below), and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; and (ii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Stock Option assumed option will by Parent shall be equal to the quotient determined by dividing the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Stock Option, as in effect immediately prior to the Effective Time Time, by the Common Exchange Conversion Ratio, rounded and rounding the resulting exercise price up to the nearest whole tenth cent. Any restrictions on the exercise of a cent, any Company Stock Option assumed by Parent shall continue in full force and (iii) effect and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall otherwise remain unchanged, provided that all outstanding Options shall be exercisable unchanged as a result of the assumption of such Company Stock Option (other than as set forth in any agreement in effect as of the Effective Time date of this Agreement). The “Conversion Ratio” shall be equal to the extent vested as fraction having a numerator equal to $17.00 and having a denominator equal to the average of the Effective Time and will continue to become exercisable closing sale prices of a share of Parent Common Stock as they vest after the Effective Time. Consistent with the terms reported on The New York Stock Exchange for each of the Company Option Plan five (5) consecutive trading days immediately preceding the Closing Date; provided, however, that if, between the date of this Agreement and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person whothe outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, immediately prior division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Conversion Ratio shall be adjusted to the Effective Timeextent appropriate; provided, was however, that with respect to any Company Stock Option which is an “incentive stock option”, within the meaning of Section 422 of the Code, the adjustments provided in this Section shall, if applicable, be modified in a holder manner so that the adjustments are consistent with the requirements of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing Section 424(a) of the foregoing assumption of such Company Option by NetRatingsCode.

Company Options. (a) At the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Disclosure Schedule hereto sets forth a true Plan and complete list each such Company Option in accordance with the terms (as in effect as of the date of this Agreement Agreement) of all holders the Company Plan and the terms of outstanding the stock option agreement by which such Company OptionsOption is evidenced (but with changes to such documents as set forth in clause (iv) of the following sentence). All rights, including terms, and restrictions with respect to Company Common Stock underlying the Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Company Parent Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that determined by multiplying (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied Time, by (B) the Common Stock Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Common Stock Exchange Ratio, rounded and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time however, that: (A) to the extent vested as provided under the terms of the Effective Time respective grant agreements governing the Company Options and will continue to become exercisable as they vest after the Effective Time. Consistent with applicable Company Plan, Parent may amend the terms of the Company Option Plan Options and the documents governing Company Plan, in accordance with the outstanding Company Optionsterms thereof, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the occurrence of certain corporate events that relate to Parent or Parent Common Stock) and such Company Options shall be subject to further adjustment as appropriate and necessary 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 Parent Common Stock subsequent to the Effective Time, NetRatings will issue ; and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing and, further, the foregoing assumption of such Company Option by NetRatingspursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of option to purchase shares of Company Common Stock subject to each such option(each, a "Company Option") under the 1998 Equity Incentive Plan, the exercise or vesting schedule1996 Equity Incentive Plan, the exercise price per share and Non-Employee Directors Stock Option Plan (the term of each such "Company Option. On the Closing Date, Option Plans") or any stock option agreements to which the Company is a party, whether or not vested, shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such datebe assumed by Parent. Each such Company Option so assumed by NetRatings Parent under this Agreement shall will continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing of such Company Option Options immediately prior to the Effective TimeTime (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than the transactions contemplated by this Agreement), except that (i) such each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of NetRatings Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and Ratio, rounded down to the nearest whole number of shares of NetRatings Parent Common Stock, and (ii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such assumed option Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth cent. Parent shall comply with the terms of a centall such Company Options and use its best reasonable efforts to ensure, to the extent required by and subject to the provisions of, the Company Option Plans, and (iii) to the termextent permitted under the Code, vesting schedule and other provisions that any Company Options that qualified for tax treatment as incentive stock options under Section 422 of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Code prior to the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest so qualify after the Effective Time. Consistent with Parent represents that it has taken all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of assumed Company Options on the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result set forth in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsthis Section 3.1(d).

Company Options. (a) At the Effective Time, each outstanding Company Option, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such dateParent. Each such Company Option so assumed by NetRatings Parent under this Agreement shall will continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing of such Company Option immediately prior to the Effective TimeTime (including any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than the transactions contemplated by this Agreement), except that (i) such each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of NetRatings Common Stock Parent Ordinary Shares equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and Ratio, rounded down to the nearest whole number of shares of NetRatings Common Stock, Parent Ordinary Shares and (ii) the per share exercise price for the shares of NetRatings Common Stock Parent Ordinary Shares issuable upon exercise of such assumed option Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth cent. Parent shall comply with the terms of a centall such Company Options and use its best efforts to ensure, to the extent required by and subject to the provisions of, the Company Equity Plan, and (iii) to the termextent permitted under the Code, vesting schedule and other provisions that any Company Options that qualified for tax treatment as incentive stock options under Section 422 of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Code prior to the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest so qualify after the Effective Time. Consistent The Company will take all necessary or appropriate actions to effectuate the treatment of Company Options contemplated by this Section 4.9(a) and Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon exercise of assumed Company Options on the terms set forth in this Section 4.9(a). Parent shall file a Form S-8 registration statement with the terms of SEC covering the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Parent Ordinary Shares issuable with respect to assumed Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 within 10 business days after the Effective Time, NetRatings will issue . Parent shall use commercially reasonable efforts to each person who, immediately prior to maintain the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption effectiveness of such registration statement or registration statements for so long as such assumed Company Option by NetRatingsOptions remain outstanding.

Company Options. (a) At Separately from the Amalgamation but as of the Amalgamation Effective Time, each Company OptionOption outstanding immediately prior to the Amalgamation Effective Time, whether vested or unvested, will shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of PubCo and converted into an option to purchase PubCo Shares (each, an “Assumed Option”) under the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such datePubCo Equity Plans. Each such Company Assumed Option so assumed by NetRatings under this Agreement shall continue to have, have and be subject to, to substantially the same terms and conditions set forth in the Company Option Plan and any other document governing as were applicable to such Company Option immediately prior to the Amalgamation Effective TimeTime (including expiration date, vesting conditions, and exercise provisions), except that (iA) such Company each Assumed Option will shall be exercisable for that number of whole shares of NetRatings Common Stock PubCo Shares equal to the product (rounded down to the nearest whole number) of (y) the number of shares of Company Common Stock that were issuable upon exercise of Shares subject to such Company Option immediately prior to the Amalgamation Effective Time multiplied by (z) the Common Exchange Ratio Ratio; and rounded down to the nearest whole number of shares of NetRatings Common Stock, (iiB) the per share exercise price for the shares of NetRatings Common Stock each PubCo Share issuable upon exercise of such assumed option will the Assumed Option shall be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, (rounded up to the nearest whole tenth of a cent, and ) obtained by dividing (iiiy) the term, vesting schedule and other provisions of exercise price per Company Share subject to such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Amalgamation Effective TimeTime by (z) the Exchange Ratio; provided, was however, that the exercise price and the number of PubCo Shares purchasable under each Assumed Option shall be determined in a holder manner consistent with the requirements of an outstanding Section 409A of the Code; provided, further, that in the case of any Company Option a document to which Section 422 of the Code applies, the exercise price and the number of PubCo Shares purchasable under such Assumed Option shall be determined in form and substance reasonably satisfactory to ACN evidencing accordance with the foregoing assumption in a manner that satisfies the requirements of such Company Option by NetRatingsSection 424(a) of the Code.

Company Options. (a) At the Effective Time, each issued and outstanding option to purchase or otherwise acquire Company OptionShares (whether or not vested) ("ASSUMED OPTIONS") issued pursuant to the Company's 1995 Stock Option Plan, whether vested or unvesteddated November 4, will 1995 (the "OPTION PLAN") shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of Cirrus in connection with the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such dateMerger. Each such Company Assumed Option so assumed by NetRatings Cirrus under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and immediately prior to the Effective Time (including, without limitation, any other document governing vesting schedule or repurchase rights, but not taking into account any changes thereto, including the acceleration thereof, provided for in the Option Plan resulting from the Merger), except that (i) each Assumed Option will be exercisable for that number of shares of Cirrus Common Stock equal to the product of the applicable Exchange Percentage set forth in Schedule 2.2 attached hereto for such Assumed Option multiplied by a fraction equal to: (A) the product of the Merger Consideration multiplied by the number of Company Shares that were issuable upon exercise of such Assumed Option immediately prior to the Effective Time, except that over (iB) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and Average Closing Price, rounded down to the nearest whole number of shares of NetRatings Cirrus Common Stock, and (ii) the per share exercise price for the shares of NetRatings Cirrus Common Stock issuable upon exercise of such assumed option Assumed Option will be equal to the quotient determined by dividing dividing: (A) the product of the exercise price per share Company Share at which such Company Assumed Option was exercisable immediately prior to the Effective Time multiplied by that number of Company Shares that were issuable upon the exercise of the Assumed Option prior to the Effective Time, over (B) that number of shares of Cirrus Common Exchange RatioStock for which the Assumed Option will be exercisable, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true Option that is outstanding and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option unexercised immediately prior to the Effective Time, except that whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Share Option Plans and each such Company Option in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to Company Ordinary Shares under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) such each Company Option will assumed by Parent may be exercisable exercised solely for that number of whole shares of NetRatings Parent Common Stock equal to the product of Stock; (ii) the number of shares of Company Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of Company Ordinary Shares that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied by (B) the Common Exchange Ratio and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Ordinary Shares subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time however, that: (A) to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with provided under the terms of the a Company Option, such Company Option Plan and the documents governing the outstanding Company Optionsassumed by Parent in accordance with this Section 5.5(a) shall, the Merger will not result in the termination accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of any shares, stock dividend, reverse stock split, consolidation of the outstanding Company Options orshares, except as contemplated by the preceding sentencereclassification, the acceleration of the exercisability recapitalization or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue other similar transaction with respect to each person who, immediately prior Parent Common Stock subsequent to the Effective Time, was ; and (B) Parent’s Board of Directors or a holder committee thereof shall succeed to the authority and responsibility of an outstanding Company’s Board of Directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock shall be made in a document in form and substance reasonably satisfactory to ACN evidencing manner consistent with Treasury Regulation Section 1.424-1, such that the foregoing assumption conversion of a Company Option shall not constitute a “modification” of such Company Option by NetRatingsfor purposes of Section 409A or Section 424 of the Code.

Company Options. (a) At the Effective Time, each then outstanding Company Option, whether vested or unvestednot exercisable at the Effective Time and regardless of its exercise price, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such dateParent. Each such Company Option so assumed by NetRatings Parent under this Agreement shall will continue to have, and be subject to, the same its original terms and conditions conditions, as set forth in the Company Option Plan and any other document governing documents evidencing such Company Option (including the Company’s Incentive Stock Option Plan, as amended, and any stock option agreement), in effect immediately prior to the Effective TimeTime (including any repurchase rights or vesting provisions), except that (i) each such Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of NetRatings Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Option Exchange Ratio and (defined below), rounded down to the nearest whole number of shares of NetRatings Parent Common Stock, Stock and (ii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such assumed option Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Option Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such . Each assumed Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of vested immediately following the Effective Time as to the extent vested as same percentage of the Effective Time and will continue to become exercisable total number of shares subject thereto as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, it was vested immediately prior to the Effective Time, was except to the extent that such Company Option, by its terms as of the Effective Time, provides for acceleration of vesting upon the Effective Time. For purposes of this Agreement, “Option Exchange Ratio” shall mean a fraction equal to (A) the Per Company Common Share Merger Consideration divided by (B) the volume-weighted average Closing Price for the 15-Trading Day period immediately preceding the Closing Date. At least 10 days prior to the Effective Time, the Company shall notify each holder of an outstanding Company Option a document Options that they will be assumed by Parent in form accordance with this Section 2.6(d)(i) and substance reasonably satisfactory shall obtain the written consent of each holder of Company Options to ACN evidencing the foregoing such assumption of such Company Option by NetRatingsParent.

Company Options. (a) At the Effective Time, each outstanding Company Option, whether Option that is vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date Effective Time (a “Vested Company Option”), shall, subject to the proviso of this Agreement sentence, automatically be cancelled at the Effective Time and converted into the right to receive, at the Effective Time, a lump sum cash payment equal to the product of all holders of outstanding Company Options, including (i) the number of shares of Company Common Stock subject to each such optionVested Company Option and (ii) the excess, if any, of (A) the exercise or vesting schedule, Merger Consideration over (B) the exercise price per share and of such Vested Company Option (the term product of each such Company Option. On the Closing Dateamounts, the Company shall deliver to NetRatings an updated Section 5.7 “Cash Payment”), provided that in lieu of the Company Disclosure Schedule hereto current as Cash Payment, a holder of such date. Each such a Vested Company Option so assumed may elect at any time prior to such date determined by NetRatings under this Agreement shall continue the Company that is in advance of the Effective Time and communicated to havethe holders of Vested Company Options to convert his or her Vested Company Option at the Effective Time into an option to purchase the Merger Consideration at the same exercise price, and be otherwise subject to, the same to such terms and conditions (including those related to accelerated vesting) as set forth in the Company Option Plan Stock Plans and any other document governing such Company Option the related option agreement under which it was granted immediately prior to the Effective Time. With respect to any Vested Company Options for which the holder thereof has not elected to receive the Cash Payment, except that (i) Parent shall take all necessary action to provide that, from and after the Effective Time, the holder of such Vested Company Option will shall be exercisable for that number permitted to exercise such Vested Company Option by means of whole shares delivering a properly executed exercise notice to Parent, together with a copy of NetRatings Common Stock irrevocable instructions to a broker to deliver promptly to Parent the amount of sale or loan proceeds necessary to pay the exercise price of such Vested Company Option, and, if requested, the amount of any federal, state, local or foreign withholding taxes. Each outstanding Company Option other than a Vested Company Option (each, an “Unvested Company Option”) shall automatically be cancelled at the Effective Time, and an amount equal to the product of (i) the number of shares subject to such Unvested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option shall be credited as an opening balance of a deferred compensation account for each of the holders of such Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the Unvested Company Option held by any individual holder of a Company Option as of immediately prior to the Effective Time relates to at least 10,000 shares of Company Common Stock that were issuable upon exercise Stock, the Company shall establish a grantor “rabbi” trust and deposit therein an amount of cash equal to the amount of deferred compensation credited to each such holder’s account pursuant to the terms of the holder’s option agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company’s deferred compensation obligations to each holder. Initially, the trustee of the trust shall be the Designated Officer or such other trustee as the Designated Officer may designate, and any successor to the trustee shall be subject to the approval of the Designated Officer. If the portion of the Unvested Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down relates to the nearest whole number of less than 10,000 shares of NetRatings Company Common Stock, (ii) the per share exercise price for Company shall not be required to establish a grantor “rabbi” trust with respect to its obligation to the shares holder. All amounts in each holder’s deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as agreed to from time to time by the Company and the holder. Upon vesting of NetRatings Common Stock issuable upon exercise the account, each holder shall be entitled to payment, in settlement of such assumed option will be his or her deferred compensation account, of a cash amount equal to the quotient determined by dividing then-value of such holder’s deferred compensation account, based on the exercise price per share performance of such deemed investments. Each holder’s deferred compensation account shall at which such Company Option was exercisable immediately prior to the Effective Time all times be guaranteed by the Common Exchange RatioParent. Except as expressly provided otherwise in this Agreement, rounded up to the nearest whole tenth Board of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as Directors of the Effective Time to Company shall not accelerate the extent vested as vesting of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with any Company Options unless such acceleration is required by the terms of the Company Option Plan and Stock Plans or the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of agreements under which the Company Options in were granted, provided, that, any resignation by any incumbent Company director required under Section 1.3(a) shall be treated as termination of service without cause (solely for purposes of vesting). For purposes of the Merger. Within 20 business days after the Effective Timeforegoing, NetRatings will issue to each person who, immediately prior to the Effective Time, was extent a holder of an outstanding particular Company Option a document in form and substance reasonably satisfactory to ACN evidencing is only partially vested, the foregoing assumption vested portion of such Company Option by NetRatingswill be treated as a Vested Company Option and the unvested portion of such Company Option will be treated as an Unvested Company Option.

Company Options. (ai) At the Effective Time, by virtue of the Merger and without any action on the part of Ultimate Parent, Parent, Merger Sub, the Company or any other parties, each Company Option that is then outstanding, unvested and held by a Continuing Service Provider (a “Continuing Option, whether vested or unvested, will ”) shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such dateUltimate Parent. Each such Company Continuing Option so assumed by NetRatings under this Agreement Ultimate Parent shall continue to have, and be subject to, to the same terms and conditions set forth in the Company Option Plan and any other document governing of such Company Option option immediately prior to the Effective Time, including the vesting restrictions, except for administrative changes that are not adverse to the holder of the Continuing Option or to which the holder consents and except that: (ix) such Company each Continuing Option will shall be exercisable for that a number of whole shares of NetRatings common stock of Ultimate Parent (“Ultimate Parent Common Stock Stock”) equal to the product of the number of shares of Company Common Stock that were would be issuable upon exercise of such Company the Continuing Option outstanding immediately prior to the Effective Time multiplied by a quotient obtained by dividing (I) the Merger Consideration by (II) the average closing price of Ultimate Parent Common Stock on the NASDAQ Global Select Market for the five trading days immediately preceding (but not including) the Effective Time (the “Exchange Ratio and Ratio”), rounded down to the nearest whole number of shares of NetRatings Ultimate Parent Common Stock, ; and (iiy) the per share exercise price for the shares of NetRatings Ultimate Parent Common Stock issuable upon exercise of such assumed option will Continuing Option shall be equal to the quotient determined by dividing the per share exercise price per share at which for such Company Continuing Option was exercisable outstanding immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, ; and (iiiz) all references to the term, vesting schedule “Company” in the applicable Company Stock Plans and other provisions of such the applicable Company Option shall remain unchanged, provided that all outstanding Options agreements shall be exercisable as references to Ultimate Parent. It is the intention of the parties that each Company Option so assumed by Ultimate Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent vested as permitted under Section 422 of the Effective Time Code and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of extent such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately Stock Option qualified as an incentive stock option prior to the Effective Time, was and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be resolved in a holder manner to maintain such exemption from or compliance with Section 409A of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsCode.

Company Options. (a) At the Effective Time, each all outstanding options --------------- (collectively, "Company OptionOptions") to purchase Company Common Stock, whether vested or unvestedincluding all Company Options granted under the Company's 1995 Stock Option Plan (the "Company Plan"), will be assumed by NetRatings as contemplated Parent and the Company's repurchase right with respect to any unvested shares of Company Common Stock acquired upon the exercise of Company Options shall be assigned to Parent. Each Company Option so assumed by this Section 5.7. Section 5.7 Parent shall be entitled, in accordance with the terms of such option, to purchase after the Company Disclosure Schedule hereto sets forth a true and complete list as Effective Time that number of the date shares of this Agreement of all holders of outstanding Company OptionsParent Common Stock, including determined by multiplying (a) the number of shares of Company Common Stock subject to each such option, Company Option at the exercise or vesting schedule, Effective Time by (b) the Common Stock Conversion Number. The exercise price per share and the term of for each such Company Option. On assumed option will equal the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 exercise price of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied divided by the Common Exchange Ratio and Stock Conversion Number. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) and the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent. Except as provided herein or in any agreement ancillary hereto and to the extent permitted by applicable law, and (iii) the term, exercisability, vesting schedule and other provisions of such Company Option shall remain unchangedschedule, provided that all outstanding Options shall be exercisable status as an "incentive stock option" under Section 422 of the Effective Time to the extent vested as Code, if applicable, and all other terms of the Effective Time and Company Options will continue otherwise be unchanged. Continuous employment with the Company will be credited to become exercisable as they vest an optionee for purposes of determining the number of shares that are vested after the Effective Time. Consistent with Parent will cause the terms Parent Common Stock issued upon exercise of the assumed Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any Options to be registered on Form S-8 of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 Securities and Exchange Commission ("SEC") within 15 business days after the Effective Time, NetRatings and will issue exercise reasonable commercial efforts to each person who, immediately prior to maintain the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption effectiveness of such registration statement for so long as such assumed Company Option Options remain outstanding and will reserve a sufficient number of shares of Parent Common Stock for issuance upon exercise thereof. Parent will administer the Company Plan assumed pursuant to this Section 2.3 in a manner that complies with Rule 16b-3 promulgated by NetRatingsthe SEC under the Securities Exchange Act of 1934, as amended ("Exchange Act").

Company Options. (a1) At Each Company Option that is unvested and outstanding immediately prior to the Effective TimeTime shall be converted into an option to purchase Parent Ordinary Shares (each, each Company an “Adjusted Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, ”) with the same terms and conditions set forth in (subject to any changes required by Australian Law, including the Company Option Plan and any other document governing ASX Listing Rules) as were applicable to such Company Option immediately prior to the Effective Time (including service-based vesting and double-trigger vesting and all other provisions set forth under the applicable award agreements and Company Stock Plans; provided, however, that each Company Option that is subject to a Company total shareholder return performance-based vesting condition (“Company TSR”), shall, immediately prior to the Effective Time, except that (i) such become earned, if at all, by using the Closing Date as the end of the applicable performance period for purposes of measuring Company Option will be exercisable for that TSR, with the resulting Adjusted Option, if any, subject to service-based vesting through the end of the original performance period and continuing on the same terms and conditions as were in effect immediately prior to the Effective Time), and relating to the number of whole shares of NetRatings Common Stock Parent Ordinary Shares equal to the product of (A) the number of shares of Company Common Stock that were issuable upon exercise of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (B) the Common Exchange Ratio and Ratio, with any fractional shares rounded down to the nearest whole number share, except that Parent may settle each Company Option in its discretion through an issue of shares new Parent Ordinary Shares, a transfer of NetRatings Common Stock, existing Parent Ordinary Shares from any Parent employee share trust (iior similar arrangement) and/or by allocating in the per name of the relevant Person Parent Ordinary Shares held by any Parent employee share trust (or similar arrangement). The exercise price for the shares of NetRatings Common Stock issuable upon exercise of per Parent Ordinary Share subject to any such assumed option Adjusted Option will be an amount equal to the quotient determined by dividing of (1) the exercise price per share at which Company Share subject to such Company Option was exercisable immediately prior to the Effective Time divided by the Common Exchange Rate as of the date hereof and (2) the Exchange Ratio, with any fractional cents rounded up to the nearest whole tenth cent. The exercise price per Parent Ordinary Share subject to any such Adjusted Option and the number of Parent Ordinary Shares subject to any such Adjusted Option will be determined in a centmanner consistent with the requirements of Section 409A of the Code, and (iii) and, in the termcase of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, vesting schedule and other provisions consistent with the requirements of such Company Option shall remain unchangedSection 424 of the Code. Notwithstanding anything to the contrary set forth in this Agreement, provided that all outstanding the maximum number of Adjusted Options shall be not exceed 9,098,430 (exercisable as into a maximum of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings9,098,430 Parent Ordinary Shares).

Company Options. (a) At Each Company Option that is issued and outstanding as of immediately prior to the First Effective Time and then held by a Pre-Closing Holder who has been actively employed by the Company for at least 730 consecutive days as of the First Effective Time shall accelerate and become fully vested as of the First Effective Time in accordance with the terms of the Company Equity Plan. As of the First Effective Time, each Company Option, whether vested or unvestedunvested (after taking into account any acceleration of vesting pursuant to the immediately preceding sentence), will that is outstanding immediately prior to the First Effective Time shall, by virtue of the occurrence of the First Effective Time and without any action on the part of the Company, Acquiror or the Pre-Closing Holder thereof, be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 and converted into an option (an “Acquiror Option”) with respect to a number of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including Acquiror Common Shares equal to the number of shares of Company Common Stock Shares subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the First Effective Time multiplied by the Common Option Exchange Ratio Ratio, and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share and at an exercise price for the shares of NetRatings per Acquiror Common Stock issuable upon exercise of such assumed option will be Share equal to the quotient determined by dividing the exercise price per share at which Company Common Share subject to such Company Option was exercisable immediately prior to the Effective Time divided by the Common Option Exchange Ratio, and rounded up to the nearest whole tenth cent; provided that the exercise price and the number of Acquiror Common Shares subject to the Acquiror Option shall be determined in a centmanner consistent with the requirements of Section 409A of the Code, and (iii) and, in the term, vesting schedule and other provisions case of such each Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Effective Time Code, consistent with the requirements of Section 424 of the Code. Except as otherwise provided in this Section 2.2(b)(i), each Acquiror Option shall continue to be subject to the extent vested as terms and conditions of the Effective Time Company Equity Plan and will continue the applicable Company Option award agreement, as in effect immediately prior to become exercisable as they vest after the First Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person whoIn addition, immediately prior to the First Effective Time, was each Pre-Closing Holder who is then actively employed by the Company and holds a holder of an outstanding Company Option a document (an “Employee Earn Out Recipient”) shall receive such Pre-Closing Holder’s Pro Rata Allocation of the Earn Out Shares, provided that the vesting conditions for any such Employee Earn Out Recipient shall also require that such Employee Earn Out Recipient remains in form and substance reasonably satisfactory to ACN evidencing continuous employment through the foregoing assumption of such Company Option by NetRatingsapplicable vesting date.

Company Options. (a) At Effective as of the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true Option that is outstanding and complete list unexercised as of the date Effective Time that is not a Rollover Option, shall be converted into a right to receive an amount in cash, subject to applicable withholding Tax, as follows: (i) at the Effective Time, a payment equal to the product of this Agreement of all holders of outstanding Company Options, including the Initial Per Common Share Merger Consideration multiplied by the number of shares of Company Common Stock subject to each underlying such optionCompany Option (whether or not vested), minus the exercise or vesting schedule, the aggregate exercise price per share with respect to such Company Option (with the aggregate amount of such payment rounded to the nearest whole cent) and (ii) subsequent to the Effective Time and in accordance with Section 3.3(c)(i) and the term Escrow Agreement, an amount in cash equal to the Subsequent Per Share Common Merger Consideration multiplied by the number of each shares of Common Stock underlying such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, Upon and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to following the Effective Time, except that (i) each holder of such a Company Option shall have no rights under or with respect to such Company Option will other than the right to receive the cash amount(s) determined pursuant to the preceding sentence. Effective as of the Effective Time, each Rollover Option that is outstanding and unexercised as of the Effective Time shall be exercisable for that assumed by the Surviving Corporation and become an Assumed Option to purchase a number of whole shares of NetRatings Surviving Corporation Common Stock (rounded down to the nearest whole number) equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Rollover Option immediately prior to the Effective Time multiplied by the Common Option Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the Ratio. The per share exercise price for the shares of NetRatings Surviving Corporation Common Stock issuable upon exercise of such assumed option will Assumed Option shall be equal (rounded up to the quotient determined by dividing nearest whole cent) to the exercise price per share at which of Common Stock applicable to such Company Rollover Option was exercisable immediately prior to the Effective Time divided by the Common Option Exchange Ratio. Except as provided herein, rounded up each Assumed Option shall be subject to the nearest whole tenth of a cent, terms and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result conditions set forth in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of option agreement evidencing such Company Options upon NetRatings' assumption of the Company Options in the MergerAssumed Option. Within 20 business days From and after the Effective Time, NetRatings will issue each Company Option shall no longer represent the right to each person who, immediately prior acquire Common Stock. Prior to the Effective Time, was the Company shall take all necessary or appropriate action (including obtaining any required consents and any other action reasonably requested by Ticketmaster) to effectuate the transactions contemplated by this Section 3.1(e). Except as otherwise clearly required by applicable Law or other guidance of the Internal Revenue Service, or pursuant to a holder determination (within the meaning of an outstanding Section 1313(a) of the Code or any comparable provision of Law), each of Ticketmaster, V.I.P. Merger Sub and the Surviving Corporation shall treat the Company Option a document in form and substance reasonably satisfactory to ACN evidencing Options as either exempt from or complying with the foregoing assumption provisions of such Company Option by NetRatingsSection 409A of the Code, as the case may be.

Company Options. (ai) At The Company shall take all actions that may be necessary so that at the Effective Time, each outstanding option (collectively, “Company OptionOptions”) to purchase shares of Company Common Stock, whether vested or unvestedincluding all Company Options granted under the Liberty Group Publishing, will Inc. 1999 Stock Option Plan, as amended (the “Company Stock Option Plan”), that is not exercised before the Effective Time shall be assumed by NetRatings cancelled, and upon cancellation thereof each holder (each such holder, an “Optionholder”) of Company Options shall cease to have any rights with respect thereto, except the right to receive the Option Purchase Price (as contemplated by this Section 5.7. Section 5.7 of hereinafter defined) and the Company Disclosure Schedule hereto sets forth a true and complete list shall take all actions that may be necessary to terminate the Company Stock Option Plan as of the date Effective Time. Notwithstanding the foregoing, all outstanding and unvested Company Options shall be vested immediately prior to the Effective Time and the holders thereof shall be entitled to the amounts set forth in this Section 2.5(f) in respect of this Agreement of all holders of outstanding such Company Options. There shall be no Company Options outstanding after the Effective Time. No later than 9:00 a.m. on the first Business Day after the Closing Date, including each Optionholder will be paid cash in consideration for the cancellation of his or her Company Options by the Surviving Corporation in an amount equal to the difference between (a) the product of (I) the Company Common Stock Conversion Amount and (II) the number of shares of Company Common Stock subject for which such Optionholder’s Company Options were exercisable immediately prior to each such option, their cancellation pursuant to this Section 2.5(f)(i) and (b) the exercise or vesting schedule, the aggregate exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to Company Options; provided, however, that if the quotient determined by dividing the per share exercise price per share at which of the Company Common Stock issuable upon exercise of any such Company Option was exercisable immediately prior to equals or exceeds the Effective Time by the Company Common Exchange RatioStock Conversion Amount, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options be disregarded when determining the amount payable to each Optionholder. The amount of cash payable in respect of each Company Option to the Optionholder thereof pursuant to this Section 2.5(f)(i) shall be exercisable referred as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company “Option Plan Purchase Price” and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting aggregate amount of such Company Options upon NetRatings' assumption of payments shall be referred to as the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company “Aggregate Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsPurchase Price.”

Company Options. (a) At the Effective Time, as a result of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the Company Holders, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of upon the Company Disclosure Schedule hereto sets forth a true terms and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in this Section 1.9(a)(ii) and throughout this Agreement, including the Company Option Plan holdback provisions set forth herein, shall be cancelled and any other document governing extinguished and be converted automatically into the right to receive, upon execution and delivery by the applicable holder of such Company Option immediately prior of an Option Cancellation Agreement with respect to such Company Option, in substantially the form attached hereto as Exhibit H (an “Option Cancellation Agreement”), an amount in cash per share then-exercisable thereunder equal to the difference between (a) the Company Per Share Amount and (b) the per-share exercise price associated with such Company Option (subject to any applicable withholding obligations), as set forth in the Consideration Spreadsheet; provided, however, that, to the extent the per-share exercise price associated with such Company Option exceeds the Company Per Share Amount, such Company Option shall be cancelled without the payment of any consideration. Prior to the Effective Time, except the Company shall have taken all actions necessary to effectuate the treatment of Company Options pursuant to the terms of this Section 1.9(a)(ii), including to ensure that (i) from and after the Effective Time neither Acquiror nor the Surviving Corporation shall be required to deliver any Company Capital Stock or any consideration other than the Total Merger Consideration applicable to such Company Option will set forth on the Consideration Spreadsheet to any Person pursuant to or in settlement of any Company Option. For purposes of calculating the amount to be exercisable for paid to each Company Optionholder at the Effective Time, the amounts described in this Section 1.9(a)(ii) shall be calculated assuming that number of whole shares of NetRatings Common Stock the Total Merger Consideration is equal to the product of Initial Merger Consideration, and shall be adjusted following the number of shares of Closing as set forth herein. The aggregate amount to be paid to a Company Common Stock that were issuable upon exercise of such Optionholder for Company Option Options held immediately prior to the Effective Time multiplied by the Common Exchange Ratio and shall be rounded down to the nearest whole number cent and computed after aggregating cash amounts for all Company Options held by each particular holder of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination . The aggregate amount of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of cash payable with respect to all such Company Options upon NetRatings' assumption of under this Section 1.9(a)(ii) is referred to as the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company “Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsConsideration”.

Company Options. (a) At Each Company Option that is outstanding immediately prior to the Second Merger Effective Time, each Company Optionand held by a then-current employee, whether vested consultant or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 director of the Company Disclosure Schedule hereto sets forth or any of its Subsidiaries (each, a true and complete list as of “Continuing Employee Option”) shall be converted into the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject right to each such receive an option, the exercise or vesting schedule, the exercise price per share and the term granted in substitution of each such Company Option under the Incentive Equity Plan, to purchase PubCo Ordinary Shares (each a “PubCo Substitute Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, ”) upon substantially the same terms and conditions set forth as are in the Company Option Plan and any other document governing effect with respect to such Company Option immediately prior to the Second Merger Effective Time, including with respect to vesting and termination-related terms, conditions and provisions, except that (ia) such Company PubCo Substitute Option will be exercisable for shall provide the right to purchase that whole number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and PubCo Ordinary Shares (rounded down to the nearest whole number of shares of NetRatings Common Stock, (iishare) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined number of Company Ordinary Shares subject to such Company Option, multiplied by dividing the Company Exchange Ratio, and (b) the exercise price per share at which for each such PubCo Substitute Option shall be equal to the exercise price per share of such Company Option was exercisable in effect immediately prior to the Second Merger Effective Time Time, divided by the Common Company Exchange RatioRatio (the exercise price per share, as so determined, being rounded up to the nearest whole tenth of a full cent); provided, and (iii) that the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms conversion of the Company Option Plan and the documents governing the outstanding Company OptionsOptions will be made in a manner consistent with Treasury Regulation Sections 1.424-1, the Merger such that such substitution will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting constitute a “modification” of such Company Options upon NetRatings' assumption for purposes of Section 409A or Section 424 of the Company Options in Code. As of the Merger. Within 20 business days after the Second Merger Effective Time, NetRatings will issue each Company Option that is not a Continuing Employee Option shall be cancelled, and each holder of any Company Options shall cease to each person whohave any rights with respect to such Company Options (other than the right to receive the PubCo Substitute Options in accordance with the preceding sentence). The Company, the Company Board, and the compensation committee, as applicable, shall adopt any resolutions and take any other necessary actions, effective as of immediately prior to the Second Merger Effective Time, was a holder of an outstanding in order to (i) terminate the Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of Incentive Plans (including any remaining share reserve under such Company Option by NetRatingsIncentive Plans) and provide that shares in respect of Company Options that for any reason become re-eligible for future issuance, shall be cancelled, and (ii) provide that no new Company Options will be granted under the Company Incentive Plans.

Company Options. (a) At Effective as of the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of (a) Parent shall assume the Company Disclosure Schedule hereto sets forth a true Option Plan and complete list each unvested Company Option that is outstanding as of the date Effective Time and that provides for an exercise price per share that is less than the Per Share Common Merger Consideration together with the option agreement representing each such Company Option (each, an “Assumed Company Option”) and (b) each Company Option that is outstanding as of this Agreement the Effective Time that is vested but has not been exercised in accordance with its terms as of all holders the Effective Time or that provides for an exercise price per share that is equal to or greater than the Per Share Common Merger Consideration shall be canceled without any payment therefor. Each Assumed Company Option shall thereafter be exercisable for such number of outstanding Company Options, including shares of Parent Common Stock as equals the number of shares of Company Common Stock subject to such Company Option multiplied by the Option Exchange Ratio (rounded down to the nearest whole number). The exercise price per share of each such option, the exercise or vesting schedule, Assumed Company Option shall be equal to the exercise price per share set forth in the option agreement for such Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). The Company and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 administrator of the Company Disclosure Schedule hereto current as of such date. Each such Option Plan (the “Administrator”) shall each use its commercially reasonable efforts to cause (i) the Company Option so Plan and all Assumed Company Options to be assumed by NetRatings under this Agreement shall continue to have, and be subject to, Parent on the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, this Section 6.13; (ii) each holder of an Assumed Company Option (other than the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option Key Transitional Employees and certain other specifically identified Employees who will be equal offered employment with Parent on a transitional basis) to execute an Option Reset Agreement in the quotient determined by dividing the exercise price per share at which such Company form attached hereto as Exhibit E (“Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a centReset Agreement”), and (iii) the term, vesting schedule and other provisions of such each Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable is not an Assumed Company Option and that has not been exercised as of the Effective Time to the extent vested be terminated effective as of the Effective Time Time. Each such Assumed Company Option shall be and become exercisable only as provided in the applicable Option Reset Agreement, other than the Assumed Company Options held by Key Transitional Employees and certain other specifically identified Employees who will be offered employment with Parent on a transitional basis which shall continue to become exercisable be governed by the option agreements to which they are subject as they vest after of the Effective TimeClosing Date, except for the adjustments specifically contemplated by this Section 6.13. Consistent with The holders of Company Options have been or will be properly given, or shall have properly waived, any required notice prior to the terms of Merger. The Company and the Administrator shall also cause the Company Option Plan and the documents governing the outstanding Company Optionsto be amended such that, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue (x) no further option grants may be made under the Company Option Plan, and (y) outstanding Company Options cannot be repriced. Parent shall take all corporation action necessary to each person who, immediately prior to reserve for issuance under the Company Option Plan a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Assumed Company Options. Promptly after the Effective Time, was Parent shall file a holder registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the shares of an outstanding Parent Common Stock subject to the Assumed Company Option a document Options and shall use commercially reasonable efforts at least equivalent to those used in form and substance reasonably satisfactory maintaining the effectiveness of Parent’s other registration statements on Form S-8 to ACN evidencing maintain the foregoing assumption effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Company Option by NetRatingsOptions remain outstanding.

Company Options. (a) At Except as otherwise set forth in Section 1.08(c), the Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time, each outstanding and unexercised option to purchase shares of Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 Common Stock granted under any of the Company Option Plans or otherwise (each, a "COMPANY OPTION"), whether or not exercisable or vested, shall be converted into an option to purchase Parent Common Stock (each, a "NEW PARENT OPTION"), on the same terms and conditions as were applicable under the Company Option (but taking into account any changes thereto, including the acceleration thereof, provided for in, or required or permitted by, the Company Option Plans, any award agreement or other agreement set forth on the Company Disclosure Schedule hereto sets forth a true and complete list as of the date Letter or such option grant by reason of this Agreement and the transactions contemplated hereby). Each New Parent Option shall be exercisable for a number of all holders shares of outstanding Company Options, including Parent Common Stock equal to (i) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing to which such Company Option immediately prior to the Effective TimeNew Parent option relates, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by (ii) the Common Option Exchange Ratio and Ratio, rounded down to the nearest whole number share. The per share exercise price of shares of NetRatings Common Stock, each New Parent Option shall equal (iiA) the per share exercise price for of the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal Company Option to the quotient determined by dividing the exercise price per share at which such Company New Parent Option was exercisable immediately prior to relates, divided by (B) the Effective Time by the Common Option Exchange Ratio, rounded up to the nearest whole tenth one-hundredth of a cent. For this purpose, the "OPTION EXCHANGE RATIO" shall be equal to a fraction, the numerator of which is the per share dollar value of the REIT Merger Consideration on the Closing Date, and the denominator of which is the closing price of a share of Parent Common Stock quoted on the New York Stock Exchange (iiithe "NYSE") on the termClosing Date; PROVIDED, vesting schedule and other provisions HOWEVER, that in the case of such any Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable to which Section 421 of the Code as of the REIT Effective Time to (after taking into account the extent vested as effect of any accelerated vesting thereof) applies by reason of its qualification under Section 422 of the Effective Time Code, the exercise price, the number of shares subject to such option and will continue to become exercisable as they vest after the Effective Time. Consistent terms and conditions of exercise of such option shall be determined in a manner consistent with the terms requirements of Section 424(a) of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsCode.

Company Options. (a) At Each Company Option that is outstanding immediately prior to the Effective Time, each Company Option, whether vested or unvested, will Time shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 BAC and shall automatically be converted into an option to purchase a number of shares of New BAC Common Stock (each, a “Rollover Option”) equal to the Company Disclosure Schedule hereto sets forth a true and complete list as product (rounded down to the neared whole number) of the date of this Agreement of all holders of outstanding Company Options, including (x) the number of shares of Company Common Stock subject to each such optionCompany Option that is outstanding as of immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the exercise or vesting schedule, nearest whole cent) equal to the quotient of (A) the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed that is outstanding as of immediately prior to the Effective Time divided by NetRatings under this Agreement (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of New BAC Common Stock purchasable pursuant to the Rollover Options shall be determined in a manner consistent with the requirements of Section 409A of the Code as applicable to such Rollover Option; provided, further, that, in the case of any Rollover Option to which Section 422 of the Code applies, the exercise price and the number of shares of New BAC Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Rollover Option shall continue to have, and be subject to, governed by the same vesting and exercisability terms and otherwise substantially similar terms and conditions set forth in as were applicable to the Company Option Plan and any other document governing such corresponding former Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability At or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a the parties hereto and their respective boards of directors, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection. Effective as of the Effective Time, all Company Options shall no longer be outstanding and each holder of an outstanding Company Option a document in form and substance reasonably satisfactory Options shall cease to ACN evidencing the foregoing assumption of have any rights with respect to such Company Option by NetRatingsOptions except as set forth in this Section 3.01(c)(i). Notwithstanding the foregoing, for the avoidance of doubt, the shares of New BAC Common Stock underlying the Rollover Options that are converted from Company In-The-Money Options shall be included in, and shall not be in addition to, the total number of shares of New BAC Common Stock constituting the Transaction Consideration.

Company Options. (a) At the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings converted into and become an option to purchase Parent Common Stock, and Parent shall assume each such Company Option in accordance with the terms (as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list in effect as of the date of this Agreement Agreement) of all holders the Company Plan and the terms of outstanding the stock option agreement by which such Company OptionsOption is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, including from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Company Parent Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that determined by multiplying (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied Time, by (B) the Per Share Common Stock Exchange Ratio (as defined in the Company Charter Amendment), and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Per Share Common Stock Exchange Ratio, rounded Ratio (as defined in the Company Charter Amendment) and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time however, that: (A) to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with provided under the terms of a Company Option and the Company Option Plan and the documents governing the outstanding Company OptionsPlans, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption Option may be further adjusted as necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the Effective Time, NetRatings will issue occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or an authorized committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately prior Company Option assumed by Parent. Notwithstanding anything to the Effective Timecontrary in this Section 5.4(a), was a holder the conversion of an outstanding each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock shall be made in a document in form and substance reasonably satisfactory to ACN evidencing manner consistent with Treasury Regulation Section 1.424-1, such that the foregoing assumption conversion of a Company Option shall not constitute a “modification” of such Company Option by NetRatingsfor purposes of Section 409A or Section 424 of the Code.

Company Options. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Effective Time (a “Company Option, whether vested or unvested, will ”) shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 Parent and converted into an option to purchase a number of shares of Parent Common Stock (such option, an “Exchanged Option”) equal to the Company Disclosure Schedule hereto sets forth a true and complete list as product (rounded down to the nearest whole number) of the date of this Agreement of all holders of outstanding Company Options, including (x) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective TimeTime and (y) the Exchange Ratio, except that at an exercise price per share (irounded up to the nearest whole cent) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to (A) the product of the number of shares of Company Common Stock that were issuable upon exercise price per share of such Company Option immediately prior to the Effective Time multiplied divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time (without duplication of any right to accelerated vesting that may have been triggered in connection with the transactions contemplated hereby), and subject to the adjustments required by this Section 1.10(a) after giving effect to the Merger). At the Effective Time, each Company restricted stock award (a “Company Restricted Stock Award”), whether vested or unvested, shall be assumed by Parent and shall be converted into a restricted stock award with respect to a number of shares of Parent Common Exchange Ratio and Stock (such restricted stock award, an “Exchanged RSA”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Company Common Stock issuable upon exercise of such assumed option will be equal subject to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable Restricted Stock Award immediately prior to the Effective Time by and (y) the Common Exchange Ratio, rounded up to with the nearest whole tenth of a cent, same terms and (iii) the term, vesting schedule and other provisions of conditions as were applicable under such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, Restricted Stock Award immediately prior to the Effective Time. Parent shall assume the Company Stock Plan (the “Assumed Plan”) such that the Exchanged Options and Exchanged RSAs will be issued under the Assumed Plan, was and stock options and other equity-based awards may be issued with respect to the shares available for grant thereunder as of immediately prior to the Effective Time (subject to appropriate adjustment pursuant to the Company Stock Plan and all equity-based awards granted thereunder) in respect of Parent Common Stock under such Company Stock Plan, and Parent shall take all corporate action necessary to reserve for issuance a holder sufficient number of an outstanding shares of Parent Common Stock for delivery upon exercise of Company Option a document Options and the issuance of stock options and other equity-based awards from the shares available for grant as of immediately prior to the Effective Time under the Company Stock Plan assumed in form accordance with this Section 1.10(a). At or prior to the Effective Time, the Parties and substance reasonably satisfactory their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to ACN evidencing effectuate the foregoing assumption of the Company Stock Plan and the treatment of the Company Options and Company Restricted Stock Awards pursuant to this subsection, and to cause any disposition or acquisition of equity securities of Parent pursuant to this Section 1.10(a) by each individual who is a director or officer of Parent or who will become a director or officer of Parent at the Effective Time to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent shall file an appropriate registration statement or registration statements with respect to the shares of Parent Common Stock subject to such Exchanged Options (other than any Exchanged Options held by any former employee, director or consultant of the Company Option by NetRatingsimmediately prior to the Effective Time) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.

Company Options. (a) At the Effective Time, each all outstanding options (collectively, "Company OptionOptions") to purchase Company Common Stock, whether vested or unvestedincluding all Company Options granted under Company's Amended and Restated 2000 Stock Plan (the "Company Plan"), will be assumed by NetRatings as contemplated Acquirer. Each Company Option so assumed by this Section 5.7. Section 5.7 Acquirer shall be entitled, in accordance with the terms of such option, to purchase after the Company Disclosure Schedule hereto sets forth a true and complete list as Effective Time (i) that number of the date shares of this Agreement of all holders of outstanding Company OptionsAcquirer Common Stock, including determined by multiplying (a) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed at the Effective Time by NetRatings under this Agreement shall continue to have(b) the Common Stock Conversion Number, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (iii) such Company Option will be exercisable for that number an amount of whole shares of NetRatings Common Stock equal to the product of cash determined by multiplying (a) the number of shares of Company Common Stock that were issuable upon subject to such Company Option at the Effective Time by (b) the Cash Conversion Number. After the Effective Time, the exercise price for each such assumed Company Option will equal the exercise price of such the Company Option immediately prior to the Effective Time multiplied divided by the Common Exchange Ratio and Stock Conversion Number. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share or a fraction of a cent, then the number of shares of Acquirer Common Stock subject to such option will be rounded down to the nearest whole number number, the amount of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of cash subject to such assumed option will be equal rounded down to the quotient determined by dividing nearest whole cent and the exercise price per share at which of such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, option will be rounded up to the nearest whole tenth cent. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of a centthe Code, if applicable, and (iii) all other terms of the termCompany Options will otherwise be unchanged except that Acquirer may, in its discretion after the Effective Time, accelerate the vesting schedule and other provisions of certain Company Options so that after the completion of one full year of continuous employment from the date of grant, the rate at which such Company Option shall remain unchanged, provided Options will vest will be on a monthly basis over the remaining vesting period. Continuous employment with Company will be credited to an optionee for purposes of determining the number of shares that all outstanding Options shall be exercisable as of the Effective Time to the extent are vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with Acquirer will cause the terms Acquirer Common Stock issued upon exercise of the assumed Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any Options to be registered on Form S-8 of the outstanding Company Options orSecurities and Exchange Commission ("SEC") as soon as is practicable, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options and in the Merger. Within 20 any event within ten business days after the Effective Time, NetRatings and will issue exercise reasonable commercial efforts to each person who, immediately prior to maintain the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption effectiveness of such registration statement for so long as such assumed Company Option by NetRatingsOptions remain outstanding and will reserve a sufficient number of shares of Acquirer Common Stock for issuance upon exercise thereof.

Company Options. (a) At the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time under the Company Option Plan, whether vested or unvestednot vested, will be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Option Plans and shares of Company Common Stock reserved but unissued thereunder. All rights with respect to Company Common Stock under Company Options assumed by NetRatings as contemplated Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by this Section 5.7. Section 5.7 Parent may be exercised solely for shares of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including Parent Common Stock; (ii) the number of shares of Company Parent Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option Parent will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of determined by multiplying (x) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied by (y) the Common Exchange Ratio and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option by Parent will be equal to the quotient determined by dividing (x) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (y) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent will continue in full force and effect and the term, exercisability, vesting schedule schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Option shall will otherwise remain unchanged; provided, however, that: (1) to the extent provided under the terms of a Company Option, such Company Option assumed by Parent in accordance with this Section 5.15(a) will, 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 Parent Common Stock subsequent to the Effective Time; and (2) Parent’s board of directors or a committee thereof will succeed to the authority and responsibility of Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.15(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that all outstanding Options the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. It is the intention of the parties that each Company Option so assumed by Parent shall be exercisable as of qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent vested as permitted under Section 422 of the Effective Time Code and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the extent such Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except qualified as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately an incentive stock option prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At Subject to Section 6.5(c), at the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time and that, whether vested or unvestedfollowing assumption by Vibrant at the Effective Time, will be eligible to be registered on Form S-8, whether or not vested, shall be assumed and converted into an option to purchase Vibrant Ordinary Shares (an “Assumed Option”) in a manner consistent with the requirements of Section 409A and, for Company Options qualified under Section 422 of the Code, Section 424 of the Code, and Vibrant shall assume the Company Plan. All rights with respect to Company Capital Stock under Company Options assumed by NetRatings as contemplated Vibrant shall thereupon be converted into rights with respect to Vibrant Ordinary Shares. Accordingly, from and after the Effective Time: (i) each Assumed Option may be exercised solely for Vibrant Ordinary Shares, (ii) the number of Vibrant Ordinary Shares subject to each Assumed Option shall be determined by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including multiplying (A) the number of shares of Company Common Capital Stock that were subject to such Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of Vibrant Ordinary Shares and (iii) the per share exercise price for the Vibrant Ordinary Shares issuable upon exercise of each Assumed Option shall be determined by dividing (A) the per share exercise price of Company Capital Stock subject to each such optionAssumed Option, as in effect immediately prior to the exercise or vesting scheduleEffective Time, by (B) the Exchange Ratio and rounding the resulting exercise price per share and up to the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such datenearest whole cent. Each such Company Assumed Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, to the same terms and conditions (including the vesting arrangements and other terms and conditions set forth in the Company Option Plan and any the applicable stock option or other document governing such Company agreement) as in effect and applicable to the Assumed Option immediately prior to the Effective Time; provided, except that however, that: (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product extent provided under the terms of the number a Company Option, each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares shares, stock dividend, reverse stock split, consolidation of Company Common Stock that were issuable upon exercise of such Company Option immediately prior shares, reclassification, recapitalization or other similar transaction with respect to Vibrant Ordinary Shares subsequent to the Effective Time multiplied by and (B) the Common Exchange Ratio and rounded down Vibrant Board or a committee thereof shall succeed to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, authority and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms responsibility of the Company Board or any committee thereof with respect to each Assumed Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsPlan.

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Disclosure Schedule hereto sets forth a true Stock Plans shall be fully vested and complete list converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Stock Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement Agreement) of all holders the Company Stock Plans and the terms of outstanding the stock option agreement by which each such Company OptionsOption is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock in accordance with this Section 5.5(a). Accordingly, including from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Company Parent Common Stock (as of immediately after the Effective Time) subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that determined by multiplying (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied Time, by (B) the Common Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price (as of immediately after the Effective Time) for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with however, that: (A) Parent may amend the terms of the Company Option Plan Options and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption Stock Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the Effective Time, NetRatings will issue occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option assumed by NetRatingsParent.

Company Options. (a) At the Effective Time, each outstanding Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 Option granted under the Company Option Plan and disclosed in Schedule 4.4(b)-2 of the Company Disclosure Schedule hereto sets forth a true Letter and complete list as the Spreadsheet shall be assumed by Acquiror. All Company Options not so disclosed shall not be assumed by Acquiror and will terminate immediately prior to the Effective Time of the date First Merger. At the Effective Time, each holder of this Agreement such an assumed Company Option shall be entitled, in accordance with the terms of all holders such option, to purchase after the Effective Time that number of outstanding Company Optionsshares of Acquiror Common Stock, including determined by multiplying the number of shares of Company Common Stock subject to each such optionCompany Option at the Effective Time by the Option Exchange Ratio, the exercise or vesting schedule, and the exercise price per share and the term of for each such Company Option. On Option will equal the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 exercise price of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied divided by the Option Exchange Ratio, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquiror Common Exchange Ratio and Stock subject to such option will be rounded down to the nearest whole number of shares of NetRatings Common Stockwith no cash being payable for such fractional share. Each Company Option so assumed by Acquiror under this Agreement will have, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option and will be equal to subject to, the quotient determined by dividing same term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the exercise price per share at which such Company Option was exercisable Code, if applicable, as in effect immediately prior to the Effective Time by of the Common Exchange RatioFirst Merger, rounded up and to the nearest whole tenth extent permitted by Applicable Law all other terms of a cent, and (iii) the term, vesting schedule and other provisions of such each Company Option shall remain will otherwise be unchanged. It is the intention of the parties that Company Options so assumed by Acquiror hereunder qualify, provided that all outstanding Options shall be exercisable as of to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent vested such options qualified as of the Effective Time and will continue incentive stock options prior to become exercisable as they vest after the Effective Time. Consistent Acquiror acknowledges and agrees that each Company option being assumed hereunder, whether or not Section 421 of the Code applies to it by reason of its qualification under Section 422 of the Code will be assumed in a manner that complies with Section 424 of the Code. Acquiror will cause the Acquiror Common Stock issued upon exercise of the assumed Company Options to be listed on the Nasdaq Global Market and registered on Form S-8 (to the extent such options are registrable on Form S-8) with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except SEC as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days promptly as practicable after the Effective Time, NetRatings will issue exercise commercially reasonable efforts to each person who, immediately prior to maintain the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption effectiveness of such registration statement for so long as such assumed Company Option by NetRatingsOptions remain outstanding and will reserve a sufficient number of shares of Acquiror Common Stock for issuance upon exercise thereof.

Company Options. (a) At the Effective Time, each Company Option, whether vested or unvested, will (i) Vested Cash-Out Option outstanding immediately prior to the Effective Time shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of cancelled and extinguished and be converted automatically into and become a right to receive at the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of times specified in this Agreement of all holders of outstanding Company Options, including from the Surviving Corporation cash in an amount equal to (A) the number of shares of Company Common Stock subject to each for which such optionVested Cash-Out Option is exercisable multiplied by (B) the excess of the Closing Date Per Share Consideration Cash Value, if any, over the exercise or vesting schedule, the per share exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Vested Cash-Out Option, in all instances less any applicable Taxes deducted or withheld pursuant to Section 2.16 and (ii) Vested Rollover Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option outstanding immediately prior to the Effective Time, except that (i) such Company Option will Time shall be exercisable for that cancelled and extinguished and be converted automatically into and become a right to receive at the times specified in this Agreement from the Surviving Corporation an option to purchase the number of whole shares of NetRatings the Parent Common Stock equal to the product of (A) the number of Shares of Company Common Stock for which such Vested Rollover Option is exercisable prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share, with such conversion effected through Parent assuming such Vested Rollover Option in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Option Plan and the terms of the stock option agreement by which such Vested Rollover Option is evidenced (the “Converted Vested Options”). All such portions of the Vested Rollover Options shall be assumed by Parent and all rights thereunder shall thereupon be converted into rights with respect to the Parent Common Stock. Such assumed Vested Rollover Options shall otherwise be subject to the same terms and conditions applicable to the corresponding Vested Rollover Options under the applicable Company Option Plan and the stock option agreements evidencing grants thereunder, including vesting terms, except that all references to the Company shall be to Parent. The per share exercise price of each Converted Vested Option shall be equal to (x) the per share exercise price of the Vested Rollover Options from which it was converted divided by (y) the Exchange Ratio, rounded up the nearest whole cent. Prior to the Effective Time, the Company shall pass such resolutions and take such other actions as are necessary so as to cause the treatment of the Company Options as set forth in this Section 2.9. The assumption by Parent of the specified portion of the Vested Rollover Options shall be conducted such that each Vested Rollover Options that was an incentive stock option prior to the Effective Time remains an incentive stock option following the consummation of the transactions contemplated by this Agreement and the assumption by the Acquiror. Notwithstanding anything to the contrary set forth herein, Parent and the Acquiror shall withhold from any amounts otherwise payable to a Seller Indemnifying Party pursuant to this Section 2.9(a) such Seller Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Amount, the Special Indemnity Escrow Amount and the Stockholder Representative Holdback Amount. The holder of a Vested Option shall also be entitled to receive (when and if payable) cash in an amount equal to the number of shares of Company Common Stock that were issuable upon exercise of for which such Company Vested Option immediately prior to the Effective Time is exercisable multiplied by the Common Exchange Ratio and rounded down Additional Per Share Consideration, if any, in all instances less any applicable Taxes deducted or withheld pursuant to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsSection 2.16.

Company Options. (a) At Subject to Section 6.5(c), at the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time and that, whether vested or unvestedfollowing assumption by Gem at the Effective Time, will be eligible to be registered on Form S-8, whether or not vested, shall be assumed by NetRatings as contemplated by this and converted into an option to purchase Gem Common Stock (an “Assumed Option”) in a manner consistent with the requirements of Section 5.7. 409A and, for Company Options qualified under Section 5.7 422 of the Company Disclosure Schedule hereto sets forth a true and complete list as Code, Section 424 of the date of this Agreement of all holders of outstanding Company OptionsCode, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, Gem shall assume the Company Plan] All other Company Options shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option cancelled immediately prior to the Effective Time. All rights with respect to Company Common Stock under Company Options assumed by Gem shall thereupon be converted into rights with respect to Gem Common Stock. Accordingly, except that from and after the Effective Time: (i) such Company each Assumed Option will may be exercisable exercised solely for that shares of Gem Common Stock, (ii) the number of whole shares of NetRatings Gem Common Stock equal subject to the product of each Assumed Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Assumed Option, as in effect immediately prior to the Effective Time multiplied Time, by (B) the Common Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Gem Common Stock, Stock and (iiiii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will each Assumed Option shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchangedAssumed Option, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, effect immediately prior to the Effective Time, was by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. Each Assumed Option shall otherwise continue to be subject to substantially the same terms and conditions (including the vesting arrangements and other terms and conditions set forth in the Company Plan and the applicable stock option or other agreement) as in effect and applicable to the Assumed Option immediately prior to the Effective Time; provided, however, that: (A) to the extent provided under the terms of a holder Company Option, each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of an outstanding shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Gem Common Stock subsequent to the Effective Time and (B) the Gem Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Assumed Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsPlan.

Company Options. (a) At the Effective Time, each Each outstanding Vested Option and unvested Company Option, whether vested or unvested, will Option shall be assumed by NetRatings as contemplated by this Section 5.7Purchaser and automatically converted into an option for shares of Purchaser Common Stock (each, an “Assumed Option”) under the Incentive Plan to be adopted at Closing. Section 5.7 The “Vested Options” shall include those stock options of the Company Disclosure Schedule hereto sets held by employees and consultants that are vested at the Closing. Subject to the subsequent sentence, each Assumed Option will be subject to the terms and conditions set forth in the Company Equity Plan (except any references therein to the Company or Company Common Stock will instead mean the Purchaser and Purchaser Common Stock, respectively). Each Assumed Option shall: (i) have the right to acquire a true and complete list number of shares of Purchaser Common Stock equal to (as rounded down to the nearest whole number) the product of the date of this Agreement of all holders of outstanding Company Options, including (A) the number of shares of Company Common Stock subject (with any Company Preferred Stock, Company Convertible Notes, Company Warrants and Company Vested Options treated on an as-converted to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in Common Stock basis) which the Company Option Plan and any other document governing such Company Option had the right to acquire immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by (B) the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, Conversion Ratio; (ii) the per share have an exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, (as rounded up to the nearest whole tenth cent) the quotient of a cent(A) the exercise price of the Company Option (in U.S. Dollars), divided by (B) the Conversion Ratio; and (iii) be subject to the term, same vesting schedule as the applicable Company Option. The Purchaser shall take all corporate action necessary to reserve for future issuance, and other provisions of shall maintain such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable reservation for so long as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Assumed Options orremain outstanding, except as contemplated by a sufficient number of shares of Purchaser Common Stock for delivery upon the preceding sentenceexercise of such Assumed Option. From and after the Closing, the acceleration of Company and the exercisability or vesting of such Company Options upon NetRatings' assumption of Purchaser shall not issue any new awards under the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsEquity Plan.

Company Options. (a) At the Effective Time, each outstanding option to purchase Company Common ("Company Option"), whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of issued under the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Company's 1987 Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such (the "Company Option immediately prior Plan") shall thereafter entitle the holder thereof to the Effective Timereceive, except that (i) such Company Option will be exercisable for upon exercise thereof, that number of Parent Common (rounded down to the nearest whole shares of NetRatings Common Stock number) equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such purchasable under the Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common StockRatio, (ii) the per share at an exercise price for the shares each full share of NetRatings Parent Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined obtained by dividing (i) the exercise price per share at of Company Common with respect to such Company Option, by (ii) the Exchange Ratio, which exercise price per share shall be rounded up to the nearest one cent. The number of shares of Parent Common that may be purchased by a holder on the exercise of any Company Option shall not include any fractional share of Parent Common but shall be rounded down to the next lower whole share of Parent Common. Parent shall assume in full the Company Plan, Company Options outstanding under the Company Plan, and shall register the underlying shares of Parent Common issued under the Company Plan under the 1933 Act on a Registration Statement on Form S-8 within 30 days following the Effective Time. The assumption of a Company Option by Parent shall not terminate or modify (except as required hereunder) any right of first refusal, right of repurchase, vesting schedule, or other restriction on transferability relating to the Company Option. Continuous employment with the Company prior to the Effective Time shall be credited to an optionee for purposes of determining the number of shares subject to exercise, vesting or repurchase after the Effective Time. After such assumption, Parent shall issue, upon any partial or total exercise of any Company Option, in lieu of shares of Company Common, the number of shares of Parent Common to which the holder of the Company Option is entitled pursuant to this Agreement. The assumption by Parent of Company Options shall not give the holders of such Company Options any additional benefits under their respective Company Options, which such Company Option was exercisable holder did not have immediately prior to the Effective Time by the Common Exchange Ratio, rounded up nor shall such assumption cause such holders to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of forego any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability existing rights or vesting of benefits under such Company Options other than as specifically provided in this Section 2.4. Nothing contained in this Section 2.4 shall require Parent to offer or sell shares of Parent Common upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately exercise prior to the Effective TimeTime of Company Options assumed by Parent if, was a holder in the reasonable judgment of an outstanding Company Option a document Parent and its counsel, such offer or sale might not be in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsaccordance with applicable federal or state securities laws.

Company Options. (a) At Pursuant to the Company Amalgamation, at the Company Amalgamation Effective Time, each Company Option, whether vested or unvested, will Option that is outstanding immediately prior to the Company Amalgamation Effective Time shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth Pubco and converted into an option to purchase Pubco Common Shares (each, a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such “Converted Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date”). Each such Converted Company Option so assumed by NetRatings under this Agreement shall continue to have, have and be subject to, to the same terms and conditions set forth in the Company Option Plan (including vesting and any other document governing exercisability terms) as were applicable to such Converted Company Option immediately prior to the Company Amalgamation Effective Time, except that (iA) such each Converted Company Option will shall be exercisable for that number of whole shares of NetRatings Pubco Common Stock Shares equal to the product of (1) the number of shares of Company Common Stock that were issuable upon exercise of Shares subject to such Converted Company Option immediately prior to the Company Amalgamation Effective Time multiplied by and (2) the Common Company Exchange Ratio and Ratio, rounded down to the nearest whole number of shares of NetRatings Pubco Common StockShare, and (iiB) the per share exercise price for the shares of NetRatings each Pubco Common Stock Share issuable upon exercise of such assumed option will the Converted Company Option shall be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, (rounded up to the nearest whole tenth cent) obtained by dividing (1) the exercise price per Company Common Share of such Converted Company Option immediately prior to the Company Amalgamation Effective Time by (2) the Company Exchange Ratio. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchangedfor a Converted Company Option. Therefore, provided in the event that all outstanding Options shall be exercisable as the Converted Company Option In-The-Money Amount in respect of a given Converted Company Option exceeds the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms Company Option In-The-Money Amount in respect of the Company Option Plan and the documents governing the outstanding Company Optionsfor which it is exchanged, the Merger number of Pubco Common Shares issuable upon exercise of such Converted Company Option at and after the Company Amalgamation Effective Time will be adjusted accordingly with effect at and from the Company Amalgamation Effective Time to ensure that the Converted Company Option In-The-Money Amount in respect of such Converted Company Option does not result exceed the Company Option In-The-Money Amount in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting respect of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsOption.

Company Options. (a) At the Effective Time, the Company Stock Option Plan, and each outstanding Company OptionOption under the Company Stock Option Plan, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7Parent and each such Company Option will be converted into an option to purchase shares of Parent Common Stock (each a "Parent Option"), provided the holders of such Company Options have entered into an agreement and/or consent in a form reasonably acceptable to Parent. Section 5.7 of the Company Disclosure Schedule 5.8(a) hereto sets forth a true and complete list as of the date of this Agreement hereof of all holders of outstanding Company OptionsOptions under the Company Stock Option Plan, including the number of shares of Company Common Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Optionoption. On the Closing Date, the Company shall deliver to NetRatings Parent an updated Section 5.7 of the Company Disclosure Schedule 5.8(a) hereto current as of such date. Each such Company Option so assumed by NetRatings converted into a Parent Option under this Agreement shall continue to have, and be subject to, to the same terms and conditions set forth in the Company Stock Option Plan and any other document governing the agreement relating to such Company Option immediately prior to the Effective Time, option except that (i) such Company Option option will be exercisable for that number of whole shares of NetRatings Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option option immediately prior to the Effective Time multiplied by the Common Share Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Parent Common Stock, Stock and (ii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such assumed option Parent Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option option was exercisable immediately prior to the Effective Time by the Common Share Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Stock Option Plan and the documents governing the outstanding Company OptionsOptions under such plan, the Merger will not result in the termination of terminate any of the outstanding Company Options or, except as contemplated by under the preceding sentence, the acceleration of Company Stock Option Plan or accelerate the exercisability or vesting of such Company Options options or the shares of Parent Common Stock which will be subject to those options upon NetRatings' assumption the conversion of the Company Options in connection with the Merger. Within 20 business days after It is the intention of the parties that the assumed Company Options qualify, to the maximum extent permissible, following the Effective Time, NetRatings will issue as incentive stock options, as defined in Section 422 of the Code, to each person who, immediately the extent the Company Options so assumed qualified as incentive stock options prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the First Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the First Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Disclosure Schedule hereto sets forth a true Plan and complete list each such Company Option in accordance with the terms (as in effect as of the date of this Agreement Agreement) of all holders the Company Plan and the terms of outstanding the stock option agreement by which such Company OptionsOption is evidenced (but with changes to such documents as Parent in good faith determines are necessary to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock, including such changes set forth in this Section 1.10(a)). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock; provided that the Company Options assumed by Parent shall not be exercisable unless and until the Preferred Stock Conversion Proposal is approved. Accordingly, from and after the First Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Company Parent Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that determined by multiplying (iA) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the First Effective Time multiplied Time, by (B) the Common Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Parent Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Parent Common Stock issuable upon exercise of such each Company Option assumed option will by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the First Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding that, (I) the exercise price, the number of shares of Parent Common Stock subject to, and the terms and conditions of exercise of each option to purchase Parent Common Stock shall also be determined in a manner consistent with the requirements of Section 409A of the Code; and (II) the Company Options assumed by Parent shall not be exercisable as of unless and until the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with Preferred Stock Conversion Proposal is approved; provided, further, that: (x) Parent may amend the terms of the Company Option Plan Options and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except Plan as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption may be necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the Merger. Within 20 business days after adjustment of Company Options upon the Effective Time, NetRatings will issue occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (y) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option assumed by NetRatingsParent.

Company Options. (a) At the Effective Time, each issued and outstanding option to purchase or otherwise acquire Company Option, Shares (whether vested or unvested, will not vested) ("ASSUMED OPTIONS") issued pursuant to the Company's 1996 Flexible Stock Incentive Plan (the "OPTION PLAN") shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of Cirrus in connection with the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such dateMerger. Each such Company Assumed Option so assumed by NetRatings Cirrus under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth as in the Company Option Plan and any other document governing such Company Option place immediately prior to the Effective TimeTime (including, without limitation, any vesting schedule or repurchase rights, but not taking into account any acceleration thereof provided for in the Option Plan or the option agreements issued pursuant to such Option Plan resulting from the Merger, except the acceleration of vesting for the directors, advisory board members and president of the Company and one consultant (Goldrush Communications) which shall be taken into account), except that (i) such each Assumed Option to purchase one share of the Company Option Common Stock will be exercisable for that number of whole shares of NetRatings Cirrus Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Cirrus Common Stock issuable upon exercise of such assumed option Assumed Option will be equal to the quotient determined by dividing dividing: (A) the exercise price per share Company Share at which such Company Assumed Option was exercisable immediately prior to the Effective Time by (B) the Common Exchange Ratio, . No Assumed Option as so converted shall be exercisable for a fractional share of Cirrus Common Stock and the number of shares of Cirrus Common Stock for which all Assumed Options to be delivered to the optionees thereof pursuant to Section 9.2(a)(vii) shall be exercisable shall be rounded up down to the nearest whole tenth number of a cent, and (iii) the term, vesting schedule and other provisions shares of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsCirrus Common Stock.

Company Options. (a) Neither Parent nor the Surviving Corporation will assume any Company Options. At the Effective Time, each Vested Company Option that is outstanding, unexpired and unexercised as of immediately prior to the Effective Time shall be cancelled in exchange for the right to receive, net of each Vested Company Option’s exercise price and, whether vested or unvestedin each case pursuant to the terms hereof, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 the applicable Plan, any applicable Contract between the holder thereof and the Company: (1) the portion of the Total Closing Consideration such Vested Company Disclosure Schedule hereto sets forth a true Option is entitled to receive, plus (2) the portion of the Escrow Amount (if any) that is released pursuant to the terms hereof and complete list which such Vested Company Option is so entitled to receive, plus (3) the portion of the Representative Expense Amount (if any) that is released pursuant to the terms hereof and which such Vested Company Option is so entitled to receive. At the Effective Time, each Unvested Company Option that is outstanding, unexpired and unexercised as of immediately prior to the date of this Agreement of all holders of outstanding Company Options, including the number of Effective Time and held by a Continuing Employee (other than a Key Employee) shall be converted into an option to purchase shares of Company Parent Common Stock Stock, subject to each such option, the exercise or same vesting schedule, the conditions (except acceleration) and proportionate exercise price per share and (based on the term of each Exchange Ratio) as were applicable to such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Unvested Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same such other terms and conditions as are set forth in the Parent Equity Plan and an option agreement thereunder. The shares into which such Unvested Company Option Plan are exercisable and any other document governing the exercise price of such Unvested Company Option shall be converted based on the Exchange Ratio, as Parent may reasonably determine in a manner consistent with the terms hereof and in consultation with the Company. At the Effective Time, each Unvested Company Option that is outstanding, unexpired and unexercised as of immediately prior to the Effective Time and held by either a Key Employee or a Person that is not a Continuing Employee shall be cancelled and terminated for no consideration. The Company shall, prior to the Effective Time, except cause to be taken all actions necessary to effectuate the terms of this Section 1.4(b)(iii) and to ensure that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares no holder of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to Options shall have any rights from and after the Effective Time multiplied by the Common Exchange Ratio with respect to any Company Options except as expressly provided in this Section 1.4(b)(iii). All such amounts and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, calculations and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options components thereof shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result set forth in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsClosing Payment Spreadsheet.

Company Options. (a) At the Effective Time, each outstanding Company Option, whether Option that is vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date Effective Time (a "Vested Company Option"), shall, subject to the proviso of this Agreement sentence, automatically be cancelled at the Effective Time and converted into the right to receive, at the Effective Time, a lump sum cash payment equal to the product of all holders of outstanding Company Options, including (i) the number of shares of Company Common Stock subject to each such optionVested Company Option and (ii) the excess, if any, of (A) the exercise or vesting schedule, Merger Consideration over (B) the exercise price per share and of such Vested Company Option (the term product of each such Company Option. On the Closing Dateamounts, the Company shall deliver to NetRatings an updated Section 5.7 "Cash Payment"), PROVIDED that in lieu of the Company Disclosure Schedule hereto current as Cash Payment, a holder of such date. Each such a Vested Company Option so assumed may elect at any time prior to such date determined by NetRatings under this Agreement shall continue the Company that is in advance of the Effective Time and communicated to havethe holders of Vested Company Options to convert his or her Vested Company Option at the Effective Time into an option to purchase the Merger Consideration at the same exercise price, and be otherwise subject to, the same to such terms and conditions (including those related to accelerated vesting) as set forth in the Company Option Plan Stock Plans and any other document governing such Company Option the related option agreement under which it was granted immediately prior to the Effective Time. With respect to any Vested Company Options for which the holder thereof has not elected to receive the Cash Payment, except that (i) Parent shall take all necessary action to provide that, from and after the Effective Time, the holder of such Vested Company Option will shall be exercisable for that number permitted to exercise such Vested Company Option by means of whole shares delivering a properly executed exercise notice to Parent, together with a copy of NetRatings Common Stock irrevocable instructions to a broker to deliver promptly to Parent the amount of sale or loan proceeds necessary to pay the exercise price of such Vested Company Option, and, if requested, the amount of any federal, state, local or foreign withholding taxes. Each outstanding Company Option other than a Vested Company Option (each, an "Unvested Company Option") shall automatically be cancelled at the Effective Time, and an amount equal to the product of (i) the number of shares subject to such Unvested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option shall be credited as an opening balance of a deferred compensation account for each of the holders of such Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the Unvested Company Option held by any individual holder of a Company Option as of immediately prior to the Effective Time relates to at least 10,000 shares of Company Common Stock that were issuable upon exercise Stock, the Company shall establish a grantor "rabbi" trust and deposit therein an amount of cash equal to the amount of deferred compensation credited to each such holder's account pursuant to the terms of the holder's option agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company's deferred compensation obligations to each holder. Initially, the trustee of the trust shall be the Designated Officer or such other trustee as the Designated Officer may designate, and any successor to the trustee shall be subject to the approval of the Designated Officer. If the portion of the Unvested Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down relates to the nearest whole number of less than 10,000 shares of NetRatings Company Common Stock, (ii) the per share exercise price for Company shall not be required to establish a grantor "rabbi" trust with respect to its obligation to the shares holder. All amounts in each holder's deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as agreed to from time to time by the Company and the holder. Upon vesting of NetRatings Common Stock issuable upon exercise the account, each holder shall be entitled to payment, in settlement of such assumed option will be his or her deferred compensation account, of a cash amount equal to the quotient determined by dividing then-value of such holder's deferred compensation account, based on the exercise price per share performance of such deemed investments. Each holder's deferred compensation account shall at which such Company Option was exercisable immediately prior to the Effective Time all times be guaranteed by the Common Exchange RatioParent. Except as expressly provided otherwise in this Agreement, rounded up to the nearest whole tenth Board of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as Directors of the Effective Time to Company shall not accelerate the extent vested as vesting of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with any Company Options unless such acceleration is required by the terms of the Company Option Plan and Stock Plans or the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of agreements under which the Company Options in were granted, provided, that, any resignation by any incumbent Company director required under Section 1.3(a) shall be treated as termination of service without cause (solely for purposes of vesting). For purposes of the Merger. Within 20 business days after the Effective Timeforegoing, NetRatings will issue to each person who, immediately prior to the Effective Time, was extent a holder of an outstanding particular Company Option a document in form and substance reasonably satisfactory to ACN evidencing is only partially vested, the foregoing assumption vested portion of such Company Option by NetRatingswill be treated as a Vested Company Option and the unvested portion of such Company Option will be treated as an Unvested Company Option.

Company Options. (a) Immediately prior to the Effective Time but contingent upon the Closing of the Merger, the vesting schedules of all outstanding, unexercised and unexpired Company Options shall be automatically accelerated such that all outstanding Company Options shall be fully vested and immediately exercisable. Holders of such Company Options who exercise them in accordance with their terms prior to the Effective Time, including payment to the Company of the exercise price thereof and payment to the Company the amount of any applicable withholding tax, shall be deemed to hold the underlying shares of Company Common Stock as of the Effective Time and such shares of Company Common Stock shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive the Merger Consideration in accordance with the provisions of Section 2.1 hereof. At the Effective Time, each outstanding Company Option, Option (whether vested or unvested) shall be cancelled and converted into and represent the right to receive an amount of cash (without interest) and less any applicable withholding equal to the product obtained by multiplying (x) the number of shares of Company Common Stock issuable upon the exercise of such Company Option by (y) the excess of the cash value per share of the Merger Consideration over the exercise price per share attributable to such Company Option, will if any. Each Company Option outstanding and unexercised immediately prior to the Effective Time shall automatically be assumed by NetRatings cancelled as contemplated by this Section 5.7. Section 5.7 of the Effective Time without any consideration payable in respect thereof except for the right to receive a cash amount per share to the extent, if any, that the cash value per share of the Closing Merger Shares plus the cash value per share of any Contingent Share Payments exceeds the per share exercise price of the Company Disclosure Schedule hereto sets forth Option (the “Spread”) in which case the Company Optionholder would be entitled to receive an amount in cash (without interest) and less any applicable holdings, in an amount and pursuant to the terms of Section 2.1(f) of this Agreement. For illustrative purposes only, assume a true Company Optionholder holds a Company Option with an exercise price of $1.00, and complete list as the cash value per share of the date Closing Merger Shares plus the cash value per share of this Agreement any Contingent Share Payments equals $1.10. Such Company Optionholder will receive a cash payment equal to (A) $0.10 (the value of all holders of outstanding Company Options, including the Spread) multiplied by (B) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the Effective Time, (i) each outstanding vested option (or vested portion thereof) to purchase shares of Company Common Stock (a “Vested Company Option”), whether vested or unvestedother than any Rollover Equity Awards, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 shall, automatically and without any action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Company Disclosure Schedule hereto sets forth a true and complete list Option to receive (without interest), as soon as reasonably practicable after the Effective Time, but no later than three (3) Business Days after the Effective Time, an amount in cash equal to the product of (x) the date of this Agreement of all holders of outstanding Company Options, including the total number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Vested Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (iiy) the per share exercise price for excess, if any, of (A) the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing Merger Consideration over (B) the exercise price per share at which of Company Common Stock of such Vested Company Option was exercisable less applicable Taxes required to be withheld with respect to such payment and (ii) each outstanding unvested option (or unvested portion thereof) to purchase shares of Company Common Stock (an “Unvested Company Option” and, together with the Vested Company Options, the “Company Options”) under the Stock Plans shall, automatically and without any action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Unvested Company Option to receive an amount in cash, without interest (a “Company Option Deferred Cash Award”) equal to the product of (x) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (y) the Common Exchange Ratioexcess, rounded up if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option less applicable Taxes required to be withheld with respect to such payment. Notwithstanding the foregoing, any Company Option which has an exercise price per share that is greater than or equal to the nearest whole tenth of a centMerger Consideration shall be cancelled at the Effective Time for no consideration or payment. Except as specifically provided above, and (iii) following the termEffective Time, each such Company Option Deferred Cash Award will be subject to the same vesting schedule and other provisions of such terms and conditions (other than with respect to exercise) applicable to the corresponding Unvested Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form Time and substance reasonably satisfactory to ACN evidencing be paid on the foregoing assumption of such Company Option by NetRatingsapplicable vesting date.

Company Options. (a) At the Effective Time, each all outstanding options to purchase shares of Company OptionCommon Stock (collectively, whether vested or unvested“Company Options”), will including all Company Options granted under the Company’s 2001 Stock Plan (the “Company Plan”), shall be assumed by NetRatings as contemplated Acquirer and the Company’s repurchase right with respect to any unvested shares of Company Common Stock acquired upon the exercise of Company Options shall be assigned to Acquirer. Each Company Option so assumed by this Section 5.7. Section 5.7 Acquirer shall be entitled, in accordance with the terms of such option, to purchase after the Company Disclosure Schedule hereto sets forth a true and complete list as Effective Time that number of the date shares of this Agreement of all holders of outstanding Company Options, including Acquirer Common Stock determined by multiplying (a) the number of shares of Company Common Stock subject to each such option, Company Option at the exercise or vesting scheduleEffective Time by (b) the Common Conversion Number. After the Effective Time, the exercise price per share and the term of for each such assumed Company Option. On Option shall equal the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 exercise price per share of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied divided by the Common Exchange Ratio and Conversion Number. If the foregoing calculations result in an assumed Company Option being exercisable for a fraction of a share or a fraction of a cent, then the number of shares of Acquirer Common Stock subject to such option shall be rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) and the per share exercise price for of such option shall be rounded up to the shares nearest cent. In addition, upon due exercise of NetRatings each Company Option so assumed by Acquirer in accordance with its terms, the holder thereof shall become entitled to receive with respect to each share of Acquirer Common Stock issuable issued to such holder upon such exercise of such assumed option will be an amount in cash equal to the quotient determined Cash Amount divided by dividing the exercise price per share Common Conversion Number (rounded to the nearest whole cent), which amount shall be paid by Acquirer in one lump sum to such holder at the end of the fiscal quarter of Acquirer during which such option exercise occurred (or upon the date of termination of employment of such holder with the Company, if such event occurs earlier). No Company Option was Options shall become vested or exercisable solely as a result of the Merger. To the extent permitted by Applicable Law and otherwise consistent with the terms of this Agreement, the term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all other terms of the assumed Company Options as in effect immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and shall otherwise be unchanged. As soon as practicable (iiibut in no event later than ten days) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue Acquirer shall deliver to each person who, immediately prior the holders of Company Options appropriate notices setting forth such holders’ rights pursuant to the Company Plan and that the agreements evidencing such options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.4 after giving effect to the Merger). At or before the Effective Time, was Acquirer shall take all corporate action necessary to reserve for issuance a holder sufficient number of an outstanding shares of Acquirer Common Stock for delivery upon exercise of Company Option Options assumed in accordance with this Section 2.4. As soon as practicable (but in no event later than ten (10) days) after the Effective Time, Acquirer shall file a document in form registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Acquirer Common Stock issuable pursuant to any Company Options assumed by Acquirer pursuant to Section 2.4 and substance reasonably satisfactory shall maintain the effectiveness, to ACN evidencing the foregoing assumption extent permitted by the SEC Rules and Regulations, of such Company Option by NetRatingsregistration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Company Options. (ai) At On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, each Company Option, whether vested or unvested, will that is outstanding and unexercised as of immediately prior to the Effective Time and that is held by an Employee who, immediately following the Effective Time, is a Continuing Employee shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true Acquiror and complete list as of the date of this Agreement of all holders of outstanding Company Optionsconverted into an option to purchase Acquiror Common Stock, including the number of shares of Company Common Stock subject to each such option, and conditioned upon the exercise or vesting schedule, the exercise price per share and the term holder of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so agreeing to the terms and conditions set forth in Schedule 1.8(d)(i) prior to the Effective Time (such conditions, the “Assumed Option Conditions”). Except as otherwise set forth in this Agreement, each assumed by NetRatings under this Agreement Company Option (each, an “Assumed Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such the Company Option agreement relating thereto as in effect immediately prior to the Effective Time, except that (ix) such Assumed Company Option will shall be exercisable for that number of whole shares of NetRatings Acquiror Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Option Exchange Ratio and Ratio, rounded down to the nearest whole number of shares of NetRatings Acquiror Common Stock, ; (iiy) the per share exercise price for the shares of NetRatings Acquiror Common Stock issuable upon exercise of such assumed option will Assumed Company Option shall be equal to the quotient determined obtained by dividing the exercise price per share of Company Common Stock at which such Assumed Company Option was exercisable immediately prior to the Effective Time by the Common Option Exchange Ratio, rounded up to the nearest whole tenth of a cent, ; and (iiiz) the term, vesting schedule and other provisions of such Assumed Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as subject to the terms and conditions of the Effective Time Assumed Option Conditions. Notwithstanding anything herein to the extent vested as contrary, the exercise price of each Assumed Option, the number of shares of Acquiror Common Stock issuable pursuant to each Assumed Option and the terms and conditions of each Assumed Option shall in all events be determined in material compliance with Section 409A of the Effective Time Code, and will continue to become exercisable in the case of any Company Option that qualifies as they vest after an “incentive stock option” within the Effective Time. Consistent with the terms meaning of Section 422 of the Company Option Plan and the documents governing the outstanding Company OptionsCode, the Merger will not result in the termination of any Section 424(a) of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatingsCode.

Company Options. (a) At Subject to Section 1.9, at the Effective Time, each Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 virtue of the Merger and without any further action on the part of the Company Disclosure Schedule hereto sets forth a true and complete list as of or the date of this Agreement of all holders of outstanding Company OptionsSurviving Corporation, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option that is outstanding immediately prior to the Effective Time, except that whether or not vested, shall (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio accelerated and rounded down to the nearest whole number of shares of NetRatings Common Stockbecome vested in full, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a centcanceled and extinguished, and (iii) shall thereafter entitle the termholder thereof (each, vesting schedule an “Optionholder”) to receive payment from the Surviving Corporation, in accordance with the terms and conditions of this Agreement of an amount in cash (without interest and subject to any applicable withholding or other provisions of Taxes required to be deducted by applicable Law (collectively, the “Required Withholding Amount”)), with respect to each share underlying such Company Option, equal to the sum of (A) the Per Share Residual Amount, minus any applicable per share exercise price per share (the aggregate of all such amounts payable to the Optionholders in respect of Company Options under this clause A, the “Closing Date Option shall remain unchangedPayments”), provided plus (B) the Per Share Adjustment Escrow Amount, plus (C) the Per Share Indemnity Escrow Amount, plus (D) the Per Share Expense Fund Amount, plus (E) the Per Share Earnout Payment Amount that all outstanding Options may, if and when earned, be payable hereunder in respect of each Optionholder. Any Closing Date Option Payment to be paid to any Optionholder shall be exercisable as deposited by or on behalf of Parent with the Surviving Corporation for further payment to such Optionholder, net of any Required Withholding Amount, which payment shall be made, subject to receipt by the Surviving Corporation of an Option Surrender Agreement from such Optionholder, no later than the Surviving Corporation’s second next regularly scheduled payroll date following the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options (or, except as contemplated with respect to Option Surrender Agreements received by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after Surviving Corporation following the Effective Time, NetRatings will issue the Surviving Corporation’s second next regularly scheduled payroll date following such receipt). To the extent any Optionholder is entitled to each person whoreceive payments from the Adjustment Escrow Funds, immediately prior the Indemnity Escrow Funds, the Equityholders’ Representative Expense Funds and/or in respect of any Earnout Payment, such payments shall be paid by Parent and/or the Surviving Corporation, net of any Required Withholding Amount, under the same terms and conditions as apply to payments to the Effective Timeother Equityholders in accordance with Treasury Regulation Section 1.409A-3(i)(5)(iv)(A); provided, was a holder however, that such payment shall be made no later than the Surviving Corporation’s second next regularly scheduled payroll date following the date of payment to such other Equityholders (or, with respect to any Optionholder from whom the Surviving Corporation has not received an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing Surrender Agreement at such time, no later than the foregoing assumption Surviving Corporation’s second next regularly scheduled payroll date following the receipt of such Company Option Surrender Agreement); provided, further, that, notwithstanding the foregoing, the obligation of Parent and/or the Surviving Corporation to make payments under this Section 1.7(a) in respect of any Adjustment Escrow Funds, Indemnity Escrow Funds or Equityholders’ Representative Expense Funds shall be subject in all cases to the receipt by NetRatingsParent and/or the Surviving Corporation from the Escrow Agent or the Equityholders’ Representative, as applicable, of the applicable portion thereof payable to the Optionholders.

Company Options. Except as may be otherwise agreed in writing among Parent, the Company and any holder of any Company Option (as hereinafter defined), upon the consummation of the Merger, each option to acquire Company Common Stock (each, a "COMPANY OPTION," and collectively, the "COMPANY Options") outstanding immediately prior to the Effective Time under any stock option plan, agreement or arrangement of the Company, including but not limited to Company Options issued under the Manchester Equipment Co., Inc. Amended and Restated 1996 Incentive and Non-Incentive Stock Option Plan, the Manchester Equipment Co. Incentive and Non-Incentive Stock Option Plan, As Amended through July 27, 2001 (collectively, the "1996 OPTION PLANS") and the Company's 2005 Incentive Compensation Plan (collectively, the "OPTION PLANS"), whether or not then exercisable or vested, shall be terminated and cancelled immediately prior to the Effective Time for the consideration (if any) provided in this Section 1.9. Each holder of a Company Option that has an option exercise price per share less than the Price Per Share and that is vested immediately prior to the Effective Time without any action on the part of the Company or the Company board of directors or any committee thereof (each such Company Option described in the foregoing clauses, a "VESTED COMPANY OPTION"), shall have the right to receive from the Company a cash payment (less applicable federal, state and local withholding taxes) in an amount equal to the product obtained by multiplying (a) At the Effective Time, each excess of the Price Per Share over the exercise price per share of such Vested Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date of this Agreement of all holders of outstanding Company Options, including (b) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share at which such Vested Company Option was exercisable immediately prior to its cancellation (such amounts payable hereunder with respect to all Vested Company Options being referred to as the Effective Time by the Common Exchange Ratio, rounded up "OPTION PAYMENTS"). Prior to the nearest whole tenth execution and delivery of this Agreement, the Company's board of directors shall have reviewed, considered and approved the Option Payments and determined that such Option Payments are permitted adjustments in connection with a centmerger, and (iii) within the term, vesting schedule and other provisions meaning of such Section 10 of each of the Company's 1996 Option Plans. Each Company Option shall remain unchanged, provided that all outstanding Options shall is not a Vested Company Option and each Company Option that is a Vested Company Option that has an exercise price per share equal to or greater than the Price Per Share will automatically be exercisable as of the Effective Time to the extent vested cancelled without any consideration as of the Effective Time and will continue the Company shall have obtained on or prior to become exercisable the Closing Date a consent and release from holders of such options in the form attached hereto as they vest after EXHIBIT H. As of the Effective Time, each of the Option Plans shall be terminated and all Company Options cancelled (without any liability on the part of the Surviving Corporation other than as expressly set forth in this Section 1.9). Consistent The Company and the Company board of directors and any committee thereof shall take all actions (including giving requisite notices to holders of Company Options advising them of such cancellations and any rights pursuant to this Section 1.9 and obtaining any requisite consents from holders of Company Options) (y) as are necessary to fully advise holders of Company Options of their rights under the Option Plans in connection with the Merger and the Company Options and (z) as are necessary to effectuate the provisions of this Section 1.9 under the terms of the Company Option Plan Plans. From and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue other than as expressly set forth in this Section 1.9, no holder of a Company Option shall have any rights in respect thereof other than to each person who, receive payment (if any) for his or her Company Options as set forth in this Section 1.9. The Company shall pay the Option Payments immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.

Company Options. (a) At the Effective Time, Aspen shall assume the Company Equity Incentive Plan and each Company Option, whether vested or unvested, will that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be assumed converted, at the Effective Time, into an option to purchase shares of Aspen Common Stock (an “Assumed Option”), on the same terms and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as of immediately prior to the Effective Time, except for administrative or ministerial changes as determined by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as Board (or, following the Effective Time, the Aspen Board or compensation committee). The number of the date shares of this Agreement of all holders of outstanding Company Options, including Aspen Common Stock subject to each such Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such respective Company Option immediately prior to the Effective Time multiplied by (ii) the Common Exchange Ratio and Ratio, rounded down down, if necessary, to the nearest whole number share of shares of NetRatings Aspen Common Stock, (ii) the and such Assumed Option shall have an exercise price per share exercise price for (rounded up to the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be nearest whole cent) equal to the quotient determined by dividing (A) the exercise price per share at which such of the Company Common Stock otherwise purchasable pursuant to the respective Company Option was exercisable immediately prior to the Effective Time divided by (B) the Common Exchange Ratio; provided, rounded up to that in the nearest whole tenth case of a cent, and (iii) the term, vesting schedule and other provisions of such any Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable to which Section 421 of the Code applies as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Aspen Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Assumed Option to which Section 409A of the Code applies as of the Effective Time, was a holder the exercise price, the number of an outstanding Company Option a document in form shares of Aspen Common Stock subject to such option and substance reasonably satisfactory to ACN evidencing the foregoing assumption terms and conditions of exercise of such Company Option by NetRatingsoption shall be determined in a manner consistent with the requirements of Section 409A of the Code in order to avoid the imposition of any additional taxes thereunder.

Company Options. (a) At the Effective Time, each outstanding Company Option, whether vested or unvestednot exercisable and whether or not vested, will immediately prior to the Effective Time, shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 Purchaser and converted into an option to purchase a number of shares of Purchaser Common Stock (such option, an “Exchanged Option”) equal to the Company Disclosure Schedule hereto sets forth a true and complete list as product (rounded to the nearest whole number) of the date of this Agreement of all holders of outstanding Company Options, including (i) the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that multiplied by (ii) the Closing Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to quotient of (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise price per share of such Company Option immediately prior to the Effective Time multiplied Time, divided by (ii) the Common Closing Exchange Ratio Ratio; provided, however, that the exercise price and rounded down to the nearest whole number of shares of NetRatings Common Stock, (ii) the per share exercise price for the shares of NetRatings Purchaser Common Stock issuable upon exercise of such assumed option will be equal purchasable pursuant to the quotient Exchanged Options shall be determined by dividing in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price per share at which and the number of shares of Purchaser Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option was exercisable immediately prior to the Effective Time by (including any acceleration as to vesting that may have been triggered in connection with the Common Exchange Ratiotransactions contemplated hereby, rounded up and subject to the nearest whole tenth of a cent, and adjustments required by this Section 4.2(b) after giving effect to the Acquisition Merger). Purchaser shall assume the Company Plan (iiithe “Assumed Plan”) such that the term, vesting schedule and other provisions of such Company Option shall remain unchangedExchanged Options will be issued under the Assumed Plan, provided that all outstanding Options the Assumed Plan shall be exercisable amended such that no further awards may be granted under the Assumed Plan, and Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Options. At or prior to the Effective Time, the Parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the assumption of the Company Plan and the treatment of the Company Options pursuant to this subsection, and to cause any disposition or acquisition of equity securities of Purchaser pursuant to this Section 4.2(b) by each individual who is a director or officer of Purchaser or who will become a director or officer of Purchaser at the Effective Time to be exempt under Rule 16b-3 under the extent vested as Exchange Act. Purchaser shall file an appropriate registration statement or registration statements with respect to the shares of the Effective Time and will continue Purchaser Common Stock subject to become exercisable as they vest after the Effective Time. Consistent with the terms such Exchanged Options (other than any Exchanged Options held by any former employee, director or consultant of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a document in form ) and substance reasonably satisfactory shall use commercially reasonable efforts to ACN evidencing maintain the foregoing assumption effectiveness of such Company Option by NetRatingsregistration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.

Company Options. (a) At Subject to Section 5.5(c), at the Effective Time, each Company OptionOption that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether vested or unvestednot vested, will shall be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of converted into and become an option to purchase Caladrius Common Stock, and Caladrius shall assume the Company Disclosure Schedule hereto sets forth a true Plan and complete list each such Company Option in accordance with the terms (as in effect as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 Agreement) of the Company Disclosure Schedule hereto current as Plan and the terms of such date. Each the stock option agreement by which such Company Option so assumed by NetRatings is evidenced. Any Company Options not issued under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option shall be cancelled immediately prior to the Effective Time. All rights with respect to Company Common Stock under Company Options assumed by Caladrius shall thereupon be converted into rights with respect to Caladrius Common Stock. Accordingly, except that from and after the Effective Time: (i) such each Company Option will assumed by Caladrius may be exercisable exercised solely for that shares of Caladrius Common Stock; (ii) the number of whole shares of NetRatings Caladrius Common Stock equal subject to the product of each Company Option assumed by Caladrius shall be determined by multiplying (A) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Option Option, as in effect immediately prior to the Effective Time multiplied Time, by (B) the Common Exchange Ratio Ratio, and rounded rounding the resulting number down to the nearest whole number of shares of NetRatings Caladrius Common Stock, ; (iiiii) the per share exercise price for the shares of NetRatings Caladrius Common Stock issuable upon exercise of such each Company Option assumed option will by Caladrius shall be equal to the quotient determined by dividing (A) the per share exercise price per share at which of Company Common Stock subject to such Company Option was exercisable Option, as in effect immediately prior to the Effective Time Time, by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting exercise price up to the nearest whole tenth of a cent, ; and (iiiiv) any restriction on the exercise of any Company Option assumed by Caladrius shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, provided that all outstanding Options shall be exercisable as of the Effective Time however, that: (A) to the extent vested provided under the terms of a Company Option, such Company Option assumed by Caladrius in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of the Effective Time and will continue shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to become exercisable as they vest after Caladrius Common Stock subsequent to the Effective Time. Consistent with ; and (B) the terms Caladrius Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option Plan and assumed by Caladrius. Notwithstanding anything to the documents governing the outstanding Company Optionscontrary in this Section 5.5(a), the Merger will not result in conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the termination meaning of any Section 422 of the outstanding Code) into an option to purchase shares of Caladrius Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting Option shall not constitute a “modification” of such Company Options upon NetRatings' assumption Option for purposes of Section 409A or Section 424 of the Company Options in Code. (b) Caladrius shall file with the Merger. Within 20 business days SEC, promptly after the Effective Time, NetRatings will issue a registration statement on Form S-8 relating to each person who, immediately prior the shares of Caladrius Common Stock issuable with respect to Company Options assumed by Caladrius in accordance with Section 5.5(a). (c) Prior to the Effective Time, was a holder the Company shall take all actions that may be necessary (under the Company Plan or otherwise) to effectuate the provisions of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Company Option by NetRatings.this Section 5.5

Company Options. (a) At the Effective Time, each outstanding Company Option, whether vested or unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 Option granted under the Company Option Plan and disclosed in Schedule 4.4(b)-2 of the Company Disclosure Schedule hereto sets forth a true Letter and complete list as the Spreadsheet shall be assumed by Acquiror. All Company Options not so disclosed shall not be assumed by Acquiror and will terminate immediately prior to the Effective Time of the date First Merger. At the Effective Time, each holder of this Agreement such an assumed Company Option shall be entitled, in accordance with the terms of all holders such option, to purchase after the Effective Time that number of outstanding Company Optionsshares of Acquiror Common Stock, including determined by multiplying the number of shares of Company Common Stock subject to each such optionCompany Option at the Effective Time by the Option Exchange Ratio, the exercise or vesting schedule, and the exercise price per share and the term of for each such Company Option. On Option will equal the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 exercise price of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied divided by the Option Exchange Ratio, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquiror Common Exchange Ratio and Stock subject to such option will be rounded down to the nearest whole number of shares of NetRatings Common Stockwith no cash being payable for such fractional share. Each Company Option so assumed by Acquiror under this Agreement will have, (ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option and will be equal to subject to, the quotient determined by dividing same term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422A of the exercise price per share at which such Company Option was exercisable Code, if applicable, as in effect immediately prior to the Effective Time by of the Common Exchange RatioFirst Merger, rounded up and to the nearest whole tenth extent permitted by Applicable Law all other terms of a cent, and (iii) the term, vesting schedule and other provisions of such each Company Option shall remain will otherwise be unchanged. It is the intention of the parties that Company Options so assumed by Acquiror hereunder qualify, provided that all outstanding Options shall be exercisable as of to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent vested such options qualified as of the Effective Time and will continue incentive stock options prior to become exercisable as they vest after the Effective Time. Consistent Acquiror will cause the Acquiror Common Stock issued upon exercise of the assumed Company Options to be registered on Form S-8 with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except SEC as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days promptly as practicable after the Effective Time, NetRatings will issue exercise best efforts to each person who, immediately prior to maintain the Effective Time, was a holder of an outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption effectiveness of such registration statement for so long as such assumed Company Option by NetRatingsOptions remain outstanding and will reserve a sufficient number of shares of Acquiror Common Stock for issuance upon exercise thereof.