Common use of Company Options Clause in Contracts

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (i) At Subject to clause (ii) below, at the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding outstanding, and vested and unexercised immediately prior to the Effective Time, Time (after giving effect to any acceleration provisions thereof) shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into canceled in exchange for the right to receive an amount in cash, a lump sum cash payment (without interest, ) equal to the product of (xi) the excess, if any, of (1A) the Merger Consideration over (2B) the per-share exercise price per Company Share for such Company Option multiplied by and (yii) the total number of shares of Company Common Stock underlying such Company Option; provided that if Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per share of Company Common Stock of such Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled canceled without any cash payment or other consideration being made in respect thereofof consideration. (ii) At the Effective Time, each unvested outstanding Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time unvested (each an "Unvested Company Option"), shall automatically be replaced and without any required action on the part of the holder thereof, be cancelled and converted into substituted by the right to receive receive, on each Applicable Vesting Period (as defined below), for each Unvested Company Option that would otherwise have vested on such Applicable Vesting Period, an amount in cash, cash (without interest, ) equal to the product excess of (A) the excess, if any, of (x) the Merger Consideration over (yB) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of Share for such Unvested Company Option is equal (the "Assumed Consideration"), less applicable Taxes required to or greater than be withheld with respect to such payment. All other terms of the Merger Consideration, or if Unvested Company Options under the degree of performance achievement of a Performance-Based respective Company Option does Plans and award agreements as would have applied to the Unvested Company Option had it not result in vesting been replaced and substituted by the right to receive the Assumed Consideration shall continue to apply to the right to receive the Assumed Consideration. The "Applicable Vesting Period" shall mean: (i) with respect to holders of any portion Unvested Company Options which are Company 102 Options (A) the date that is the later of (x) the minimum trust period required by Section 102 of the Ordinance according to the applicable tax route applicable to such Unvested Company Option, and (y) the lapse of the first quarter following the Effective Date, and thereafter, (B) on the last day of each succeeding quarter, and (ii) with respect to holders of Unvested Company Options which are not Section 102 Options, the last day of each succeeding quarter following the Effective Date (provided that such date is not earlier than the first date of vesting of such Unvested Company Option Options pursuant to their original terms). Parent undertakes to cause the Company to provide the ITA (as defined below) and the 102 Trustee with a valuation of the Company as may be (and in the form as) requested by the 102 Trustee and/or the ITA. To the extent such Assumed Consideration or holder thereof is subject to Section 409A of the Code, the Assumed Consideration shall be cancelled without subject to any cash payment modifications required to be in compliance with Section 409A of the Code and applicable treasury regulations and other official guidance promulgated thereunder. From and after the Effective Time, all Company Unvested Options shall no longer be outstanding and shall cease to exist, and each holder of an Unvested Company Options shall cease to have any rights with respect thereto or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred arising therefrom, except the right to herein as receive the “Company Option Consideration”Assumed Consideration payable hereunder.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be converted into and become an option to purchase Parent Common Stock (each, an “Assumed Option”), and Parent shall automatically assume the Assumed Option and without any required action on the part terms of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for stock option agreement by which such Company Option multiplied is evidenced (but with changes to such documents as Parent and 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 will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (yi) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the total number of shares of Company Parent Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such subject to each Company Option is equal to or greater than the Merger Consideration, such Company Option shall assumed by Parent will be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of determined by multiplying (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying that were subject to such Performance-Based Company Option, as in effect immediately prior to the Effective Time by (y) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent will be determined by dividing (with x) the per share exercise price of Company Common Stock subject to such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreementOption, as determined by the board of directors of the Company or a committee thereof after consultation with Parent in effect immediately prior to the Effective Time), by (y) the Exchange Ratio and rounding the resulting exercise price up to the nearest thousandth of a cent; provided that if and (iv) any restriction on the exercise price per share of any Company Common Stock Option assumed by Parent will continue in full force and effect, and the term, exercisability, method of exercise, vesting schedule, and other provisions of such Company Option is equal will otherwise remain unchanged; provided, however, that: (1) to or greater than the Merger Consideration, or if extent provided under the degree of performance achievement terms of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall assumed by Parent in accordance with this Section 2.2(e) will, in accordance with its terms, be cancelled without subject to further adjustment as appropriate to reflect any cash payment stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other consideration being similar transaction with respect to Parent Common Stock subsequent to the Effective Time; and (2)the Parent Board or a committee thereof will succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 2.2(e), 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 respect thereof. The consideration received in respect a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the will not constitute a “modification” of such Company Option Consideration”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 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.

Company Options. (ia) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding unexercised immediately prior to the Effective Time shall automatically under the Company Plans, whether or not vested, and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-that has a per share exercise price for that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option multiplied in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans 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 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, 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 Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock underlying that were subject to such Performance-Based Company 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 shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (with A) the per share exercise price of Company Common Stock subject to such numberCompany Option, if anyas in effect immediately prior to the Effective Time, determined by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in accordance with full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Equity Plan Options and the applicable Company Option award agreement, as determined by the board of directors 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 adjustment of Company Options upon the 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 after consultation shall succeed to the authority and responsibility of the Company Board or any committee thereof with Parent respect to each Company Option assumed by Parent. (b) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time); provided Time under the Company Plans that if the has a per share exercise price per share of Company Common Stock of such Company Option that is equal to or greater than the cash value of the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option Consideration shall be cancelled without and extinguished for no consideration. Prior to the Effective Time, the Company shall take all other lawful action as may be necessary to provide for and give effect to the transactions contemplated by this Section 5.5(b). (c) Parent shall file with the SEC, promptly after the Effective Time, a registration statement on Form S-8 (or any cash payment or successor form), if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to Company Options assumed by Parent in accordance with Section 5.5(a). (d) Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Company Plans and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options have no rights with respect thereto other consideration being made than those specifically provided in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”Section 5.5(a).

Company Options. (ia) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into and become an option to purchase Parent Common Stock, and Parent shall assume the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for Company Plan and each such Company Option multiplied in accordance with the terms (as in effect as of the date of this 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 and the Company mutually agree in writing are appropriate to reflect the assumption 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, 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 Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock underlying that were subject to such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreementOption, as determined by the board of directors of the Company or a committee thereof after consultation with Parent 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 shares of Parent Common Stock; provided that if (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) 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, accelerated vesting provisions, and any other provisions of such Company Option is equal shall otherwise remain unchanged; provided, however, that the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based any committee thereof with respect to each Company Option does not result assumed by Parent. (b) Parent shall file with the SEC, promptly, but no later than ten (10) calendar days after the Effective Time, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to Company Options assumed by Parent in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”accordance with Section 5.5(a).

Company Options. (i) At the Effective Time, each (A) vested Company Option and (Bor portion thereof) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding and vested as of immediately prior to the Effective Time, shall automatically and without any required action on the part Time (or vests as a result of the holder thereofconsummation of the transactions contemplated hereby) (each, vest a “Cancelled Option”) shall, by virtue of the Merger and at the direction of Parent (if unvested) and which is hereby given pursuant to this Agreement), be cancelled and terminated and converted into the right to receive an amount in cashreceive, without interest, equal with respect to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-each share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that Cancelled Option a cash payment equal to the excess (if any) of: (A) the Merger Consideration less (B) the exercise price per share of Company Common Stock such Cancelled Option (the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no event later than the Company’s second full payroll after the Effective Time) from the Surviving Corporation, the Option Consideration. If the exercise price per share of any such Company Cancelled Option is equal to or greater than the Merger Consideration, such Company Cancelled Option shall shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any cash payment or other consideration being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Code, any Applicable Law, or as otherwise agreed by the parties at the time the Company Option was granted. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”or portion thereof) that is outstanding and unvested, as of immediately prior to the Effective Time shall automatically (and without any required action on the part does not vest as a result of the holder thereofconsummation of the transactions contemplated hereby) shall be assumed by Parent (each, an “Assumed Option”). Each such Assumed Option shall be cancelled subject to substantially the same terms and converted into conditions as applied to the right related Company Option immediately prior to receive an amount in cashthe Effective Time, without interestincluding the vesting schedule applicable thereto, except that (A) the number of shares of Parent Common Stock subject to each Assumed Option shall equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company unvested Assumed Option as of immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such number, if any, determined in accordance Assumed Option was exercisable immediately prior to the Effective Time by (y) the Equity Award Exchange Ratio (with the terms resulting price per share rounded up to the nearest whole cent). Each Assumed Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Company Equity Plan and Code to the applicable Company Option award agreement, as determined by the board of directors extent permitted under Section 422 of the Company or a committee thereof after consultation with Parent Code and to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time); provided , and, further, that if the exercise price per share assumption of Company Common Stock of such Company Option is equal Assumed Options pursuant to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option this Section shall be cancelled without any cash payment or other consideration being made effected in respect thereof. The consideration received in respect a manner that satisfies the requirements of a Company Option in Sections 3.3(a)(i409A and 424(a) or 3(a)(iiof the Code and the Treasury Regulations promulgated thereunder, and this Section 6.11(c)(ii) is referred to herein as the “Company Option Consideration”will be construed consistent with this intent.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately Immediately prior to the Effective Time, shall automatically and without any required action each outstanding Company Option listed on Schedule 1.4(c)(i) that has not yet become vested in accordance with its terms will thereupon become fully vested, provided that the part holder of such Company Option is then still employed by or in the service of the holder thereofCompany or any of its Subsidiaries, vest (if unvested) and shall be cancelled and converted into canceled in exchange for the right to receive an amount in cash, without interest, a cash payment from the Company or Parent equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying covered by the vested portion of such Company Option (taking into account any accelerated vesting immediately prior to the Effective Time) multiplied by the excess of the Merger Consideration over the option exercise price per share of such Company Option; provided . (ii) Unless otherwise agreed by Parent in its sole discretion, at the Effective Time, each Company Option outstanding immediately prior to the Effective Time that if is not entitled to receive a cash payment pursuant to Section 1.4(c)(i) (whether vested or unvested) shall, by virtue of the Merger and without any action on the part of the holders thereof, be assumed by Parent and converted into an option (a “Parent Option”) to acquire (i) that number of shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) (rounded down to the nearest whole share) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (B) the Option Exchange Ratio, and (ii) at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Option is equal by (B) the Option Exchange Ratio. Except as otherwise provided in this Section 1.4(c)(ii), each such Parent Option assumed by Parent and converted into an option to or greater than acquire Parent Common Stock pursuant to this Section 1.4(c)(ii) shall continue to have, and shall be subject to, the Merger Consideration, such same terms and conditions (including vesting terms and conditions) as applied to the corresponding Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time Time. (iii) On the first practicable payroll date after the Closing Date, (1) Parent shall automatically and without any deposit (or cause to be deposited) with the Company an amount of cash equal to the total cash payments required action on to be made to the part holders of the holder thereof, be Company Options that were cancelled and converted into in exchange for the right to receive an cash pursuant to Section 1.4(c)(i) and (2) the Company will pay to each such holder the amount in cash, without interest, equal of cash to which he or she is entitled as a result of Section 1.4(c)(i). (iv) Prior to the product Effective Time, the Company shall pass resolutions and take such other actions as are necessary to provide for the treatment of the Company Options, as contemplated by this Section 1.4(c), including resolutions terminating the Company’s 2002 Equity Incentive Plan, 2007 Incentive Stock Plan and 2015 Incentive Stock Plan. (Av) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price Parent shall take all corporate action necessary to reserve for such Company Option multiplied by (ii) the issuance a sufficient number of shares of Company Parent Common Stock underlying such Performance-Based Company Option (with such number, if any, determined for delivery upon exercise of the Parent Options in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, this Section 1.4(c). As soon as determined by the board of directors of the Company or a committee thereof reasonably practicable after consultation with Parent prior to the Effective Time); provided that , if and to the exercise price per share extent necessary to cause a sufficient number of Company shares of Parent Common Stock to be registered and issuable under Parent Options, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Parent Common Stock subject to Parent Options and shall use its reasonable commercial efforts to have such registration statement or registration statements declared effective as soon as reasonably practicable following the Effective Time and to maintain the effectiveness of such Company Option is equal to registration statement or greater than registration statements (and maintain the Merger Consideration, current status of the prospectus or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of prospectuses contained therein) for so long as such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”Parent Options remain outstanding.

Company Options. Pursuant to the Company Stock Option Plans and the applicable agreements evidencing the grant of any option to purchase shares of Common Stock (i) At the Effective Timeeach, each (A) vested a “Company Option and (B) unvested Company Option subject solely to time-based vesting conditionsOption”), in each case, that is outstanding immediately prior to the Effective Time, the Company shall automatically and without take any action required action on the part to provide that as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, and without any further action or consent required of the holder of any Company Option, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”whether vested or unvested) that is outstanding immediately prior to the Effective Time shall automatically immediately vest and without any required action on the part of the holder thereof, be cancelled and converted into cease to exist, in exchange for the right to receive an amount in cash, a cash payment (without interest, any interest thereon and less any required withholding of Taxes) equal to the product of (A) the excess, if any, of (x) the Merger Consideration Consideration, over (y) the per-per share exercise price for of such Company Option Option, multiplied by (iiB) the number of shares of Company Common Stock underlying covered by such Performance-Based Company Option Option. Prior to the Effective Time, the Company shall deliver to each holder of Company Options entitled to receive the cash payment pursuant to this Section 1.09(b) a holder acknowledgement in form and substance reasonably satisfactory to Parent (with the “Holder Acknowledgement”), which shall specify that the right to receive such numbercash payment in respect of such Company Options is conditioned upon the execution and delivery of such Holder Acknowledgement by such holder to the Company, if any, determined in accordance with which shall terminate such Company Options. Upon the terms delivery of the relevant Holder Acknowledgement executed by such holder of Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company Options at or a committee thereof after consultation with Parent prior to the Effective Time, the Surviving Corporation shall pay any such cash payment, without interest and less any withholding Taxes as described in Section 2.01(f) as soon as practicable after the Effective Time. As of the Effective Time, each holder of any Company Option shall cease to have any rights in respect thereof, or under the Company Stock Option Plans or applicable agreement evidencing the grant of any such Company Option except as described in this Section 1.09(b); provided that if . As of the Effective Time, any Company Option with an exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option Consideration shall be cancelled canceled without any cash payment consideration and be of no further force or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”effect.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is vested in accordance with its terms and outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall (each, a “Vested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (Ax) the excess, if any, of (xi) the Merger Consideration over (yii) the per-share exercise price for such Vested Company Option multiplied Option, by (iiy) the total number of shares of Company Common Stock underlying such Performance-Based Vested Company Option, subject to any required withholding of Taxes (the “Vested Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective TimeConsideration”); provided provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based such Vested Company Option does shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time and that is not result a Vested Company Option (each, an “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in vesting cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of any portion of (i) the Merger Consideration over (ii) the per-share exercise price for such Unvested Company Option, by (y) the total number of shares of Company Common Stock underlying such Unvested Company Option (the “Unvested Company Option Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Unvested Company Option is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein Consideration amounts will vest and become payable at the same time as the “Company Option from which such Unvested Company Option Consideration was converted would have vested and been payable pursuant to its terms and, except as provided on Section 1.5 of the Company Disclosure Schedules, shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company Option Consideration amounts, provided that no such changes shall impair the rights of the applicable holder of Unvested Company Option Consideration”) with respect to their receipt of the Unvested Company Option Consideration.

Company Options. Neither the Surviving Corporation nor Parent shall assume any Company Options or substitute for any Company Option any option for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of the Effective Time and without any action on the part of any holder of Company Options, (x) all Unvested Company Options (whether time and/or performance-based) which are outstanding as of immediately prior to the Effective Time shall fully vest and become exercisable, and become Vested Company Options, and (y) to the extent not exercised prior to the Effective Time, each Vested Company Option and each formerly Unvested Company Option shall be canceled at the Effective Time. The former holders of the cancelled Company Options shall be paid out as follows, depending on the exercise price per share of any such Company Option: (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is then outstanding immediately prior to and unexercised and which has a per share exercise price that is less than the Effective Time, Closing Cash Consideration shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive the sum of (A) an amount in cash, cash (without interest, interest and subject to deduction for any required withholding as contemplated in Section 1.7) equal to the product of to: (xA) the excess, if any, of (1) the Merger Closing Cash Consideration over (2) the per-share exercise price for per share of such Company Option Option; multiplied by (y) the total number of shares of Company Common Stock underlying such Company OptionOption and (B) one (1) CVR. The Surviving Corporation shall pay the cash amounts payable pursuant to Section 1.5(b)(i)(A) (the “Company Option Cash Consideration”), without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, at the Effective Time or at the Surviving Corporation’s next ordinary course payroll date (that is at least 5 Business Days following the Effective Time), and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 is made and will be made at the same time such applicable Milestone Payment is made to other holders of CVRs; provided that if notwithstanding anything to the exercise price per share contrary contained herein, payment in respect of the CVR shall only be made to the extent such payment is made not later than five years after the Closing Date, and no amount in respect of the CVR shall be paid to any holder of Company Common Stock of Options after such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereoffive year period. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions that is then outstanding and unexercised, and which has a per share exercise price that equals or exceeds the Closing Cash Consideration, but is less than the Maximum Total Consideration (each, an “Performance-Based Company OptionsEligible Option”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, a cash payment equal to the product of (A) the excess, if any, of (x) the Merger Total Consideration over (y) the per-per share exercise price for of such Company Option Eligible Option, multiplied by (iiB) the total number of shares of Company Common Stock underlying subject to such Performance-Based Company Eligible Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent immediately prior to the Effective Time. The Surviving Corporation shall pay the cash amounts payable pursuant to this Section 1.5(b)(ii); provided that if , without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 is made in respect of a CVR and such applicable Milestone Payment, together with the Closing Cash Consideration per share and, with respect to a Milestone Payment for 2027, any previously paid Milestone Payment for 2026 in respect of a CVR, exceeds the exercise price per share of Company Common Stock the Eligible Option, and will be made at the same time such applicable Milestone Payment is made to holders of CVRs; provided that notwithstanding anything to the contrary contained herein, payment shall only be made to the extent such Company payment is made not later than five years after the Closing Date, and no amount shall be paid to any holder of Eligible Options after such five year period. If the CVR is terminated or expires without payment, no payment will be made with respect to any Eligible Option. For purposes of this Section, “Total Consideration” means the sum of the Closing Cash Consideration plus the actual Milestone Payment for 2026 and the actual Milestone Payment for 2027, if any, made in respect of one (1) CVR. For the avoidance of doubt, no payment will be made with respect to any Eligible Option that has an exercise price per share that is equal to or greater than the Merger Total Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (ia) At the Effective Time, each (A) vested then outstanding Company Option and (B) unvested Company Option subject solely to time-based vesting conditionsas defined in Section 3.3(b)), in each casewhether or not then vested or exercisable, that is outstanding immediately prior to has an exercise price less than the Effective Time, Merger Consideration shall automatically be surrendered or converted and without any required action on the part of the holder thereof, vest (if unvested) no further force and be cancelled and converted into the right to receive an amount effect in cash, without interest, exchange for alternative consideration equal to the product of (xi) the number of Company Common Shares provided for in such Company Option and (ii) the excess, if any, of (1A) the Merger Consideration over Consideration, less (2B) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of provided for in such Company Option is Option, which cash payment shall be treated as compensation and shall be payable net of any applicable Tax. Each outstanding Company Option, whether or not then vested, that has an exercise price equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment surrendered or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding converted and of no further force and effect immediately prior to the Effective Time shall automatically and without any required action on the part of in consideration thereof the holder thereof, of such surrendered or converted Company Option shall be cancelled and converted into the right entitled to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of $0.05 per Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the Share issuable upon exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, with such consideration to be payable net of any applicable withholding of Taxes. Prior to the Effective Time, the Company Option shall use its reasonable best efforts to obtain agreements from all holders of Company Options providing for the surrender or conversion and payment described above, and shall establish a procedure to effect the surrender or conversion of Company Options contemplated by this Section 2.4(a). After the Effective Time, holders of Company Options shall not have any right to receive for Company Common Shares any consideration other than as described in this Section 2.4(a). (b) Except as may be otherwise agreed to by Acquiror and the Company, the Company agrees that all of the plans and arrangements providing for the grant of Company Options shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the equity interests of the Company or any of the Company Subsidiaries (as defined in Section 3.2(a)) (including, without limitation, the Company Partnership) shall be cancelled without any cash payment of no further force or other consideration being made in respect thereof. The consideration received in respect effect and shall be deemed to be terminated as of the Effective Time and no holder of a Company Option or any participant in Sections 3.3(a)(iany plans and arrangements providing for the grant of Company Options shall have any right thereunder to acquire any securities of the Company, the Company Partnership, the Surviving Entity or any Subsidiary (as defined in Section 3.2(a)) or 3(a)(ii) is referred to herein as the “Company Option Consideration”thereof.

Company Options. (i) At The Company shall take all actions that may be necessary so that at the Effective Time, each outstanding option (Acollectively, “Company Options”) vested to purchase shares of Company Common Stock, including all Company Options granted under the Liberty Group Publishing, Inc. 1999 Stock Option and Plan, as amended (B) unvested the “Company Stock Option subject solely to time-based vesting conditions, in each casePlan”), that is outstanding immediately prior to not exercised before the Effective TimeTime shall be cancelled, and upon cancellation thereof each holder (each such holder, an “Optionholder”) of Company Options shall automatically and without cease to have any required action on the part of the holder thereofrights with respect thereto, vest (if unvested) and be cancelled and converted into except the right to receive an amount in cash, without interest, equal the Option Purchase Price (as hereinafter defined) and the Company shall take all actions that may be necessary to terminate the product Company Stock Option Plan as of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time. Notwithstanding the foregoing, each all outstanding and unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding Options shall be vested immediately prior to the Effective Time and the holders thereof shall automatically and without any required action be entitled to the amounts set forth in this Section 2.5(f) in respect of such Company Options. There shall be no Company Options outstanding after the Effective Time. No later than 9:00 a.m. on the part first Business Day after the Closing Date, each Optionholder will be paid cash in consideration for the cancellation of his or her Company Options by the holder thereof, be cancelled and converted into the right to receive Surviving Corporation in an amount in cash, without interest, equal to the difference between (a) the product of (AI) the excess, if any, of Company Common Stock Conversion Amount and (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (iiII) the number of shares of Company Common Stock underlying for which such Performance-Based Optionholder’s Company Option Options were exercisable immediately prior to their cancellation pursuant to this Section 2.5(f)(i) and (with such number, if any, determined in accordance with b) the terms aggregate exercise price of the Company Equity Plan and Common Stock issuable upon exercise of such Company Options; provided, however, that if the applicable Company Option award agreement, as determined by the board of directors per share exercise price of the Company Common Stock issuable upon exercise of any such Company Option equals or a committee thereof after consultation with Parent prior to exceeds the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company OptionConversion Amount, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereofdisregarded when determining the amount payable to each Optionholder. The consideration received amount of cash payable in respect of a each Company Option in Sections 3.3(a)(ito the Optionholder thereof pursuant to this Section 2.5(f)(i) or 3(a)(ii) is shall be referred to herein as the “Option Purchase Price” and the aggregate amount of such payments shall be referred to as the “Aggregate Option Purchase Price.” (ii) The name of each Optionholder, the aggregate number of shares of Company Option Consideration”Common Stock issuable upon the exercise in full of such Optionholder’s Company Options and the per share and aggregate exercise price of such Optionholder’s Company Options are set forth on Schedule 3.3(b).

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely Each outstanding stock option to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of purchase Company Common Stock underlying such granted under any Company Option; provided that if Benefit Plan (including, for the exercise price per share avoidance of doubt, the Company’s 1998 Employee Stock Option Plan, as amended, or the Company’s Amended and Restated 2000 Employee Stock Plan, as amended (collectively, the “Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company OptionsPlans”)) that is outstanding immediately prior to the Effective Time (collectively, the “Company Options”), whether or not then exercisable or vested, shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into and, in exchange therefor, each holder of such Company Option shall receive from Parent or the right to receive Surviving Company: (i) within five Business Days following the Closing Date, an amount in cashcash in respect thereof, without interestif any, equal to the product of obtained by multiplying (A) the Cash Percentage by (B) the excess, if any, of (x) the Deemed Value of Merger Consideration over (y) the per-per share exercise price for such Company Option multiplied thereof by (iiC) the number of shares of Company Common Stock underlying subject to such Performance-Based Company Option Option; and (with such numberii) within three Business Days following the Closing Date, a number of shares of Parent Common Stock in respect thereof, if any, determined in accordance with equal to the terms quotient of (A) the product obtained by multiplying (1) the Stock Percentage by (2) the excess, if any, of the Company Equity Plan and Deemed Value of Merger Consideration over the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the per share exercise price per share thereof by (3) the number of shares of Company Common Stock of such Company Option is equal subject to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, divided by (B) the Parent Common Stock Price, provided, that, with respect to the aggregate number of shares of Company Common Stock that the holder of Company Options is eligible to receive pursuant to this Section 1.8(a) when taking into account all Company Options held by such Company Option holder, any fractional shares that would otherwise be issuable pursuant to this Section 1.8(a) shall be cancelled without any cash payment or other rounded down to the nearest whole number. Applicable Tax withholdings with respect to the consideration being made in respect thereof. The consideration received in respect payable pursuant to this Section 1.8(a) first shall reduce the shares of a Company Option in Sections 3.3(a)(iParent Common Stock payable pursuant to this Section 1.8(a) or 3(a)(ii) is referred to herein as (based on the “Company Option Consideration”Parent Closing Price).

Company Options. (a) With respect to all outstanding options to purchase Common Shares under the Company Option Plans (the “Company Options”), prior to the expiration of the Offer, the Company shall take such action as shall be required (i) At to cause the vesting of any unvested Company Options granted under the Company Option Plans to be fully accelerated (subject to the consummation of the Merger) effective at least fifteen (15) days prior to the Effective Time, each (Aii) vested to provide at least fifteen (15) days’ notice to the holders of such Company Option and Options of their exercisability, (Biii) unvested to effectuate the cancellation, as of the Effective Time, of all Company Option subject solely to time-based vesting conditions, in each case, that is Options outstanding immediately prior to the Effective Time, shall automatically Time (without regard to the exercise price of such Company Options) and without any required action on the part (iv) to cause each such outstanding Company Option to represent as of the holder thereof, vest (if unvested) and be cancelled and converted into Effective Time solely the right to receive, in accordance with this Section 2.3, a lump sum cash payment in the amount of the Option Consideration (as defined below), if any, with respect to such Company Option and to no longer represent the right to purchase Common Shares or any other equity security of the Company, Parent, the Surviving Corporation or any other person or any other consideration. (b) Each holder of a Company Option shall receive from Parent or the Surviving Corporation, with respect to and in consideration of each Company Option cancelled in accordance with Section 2.3(a), as soon as practicable following the Effective Time, but in any event not later than five (5) Business Days after the Effective Time, an amount in cash, net of applicable taxes and without interestany interest thereon, equal to (i) the product total number of Common Shares for which such Company Option may be exercised (xwhether or not then vested or exercisable) multiplied by (ii) the excess, if any, of (1A) the Merger Consideration over (2B) the per-share exercise price per Common Share of such Company Option (such amount, the “Option Consideration”), with no requirement of the payment to the Company of the exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if . If the exercise price per share Common Share of Company Common Stock of such any Company Option is equal to or greater than the Merger Consideration, then no Option Consideration shall be payable in respect thereof and such Company Option shall be cancelled without any cash payment and have no further force or other consideration being made in respect thereofeffect. (iic) At As soon as practicable following the execution of this Agreement and after having provided such letter to Parent in advance for review and comment, the Company shall mail to each person who is a holder of a Company Option a letter describing the treatment of and payment for each such Company Option pursuant to this Section 2.3 and providing instructions for use in obtaining payment for each such Company Option. Parent shall, and shall cause the Surviving Corporation to, at all times from and after the Effective Time, each unvested Company Option subject have available or cause to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to be made available cash in amounts necessary for the Effective Time shall automatically payment and without any required action on the part satisfaction of the holder thereof, be cancelled and converted into the right aggregate Option Consideration payable to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares holders of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior Options pursuant to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”this Section 2.3.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is vested in accordance with its terms and outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall (each, a “Vested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (Ax) the excess, if any, of (xi) the Merger Consideration over (yii) the per-share exercise price for such Vested Company Option multiplied Option, by (iiy) the total number of shares of Company Common Stock underlying such Performance-Based Vested Company Option, subject to any required withholding of Taxes (the “Vested Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective TimeConsideration”); provided provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based such Vested Company Option does shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time and that is not result a Vested Company Option (each, an “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in vesting cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of any portion of (i) the Merger Consideration over (ii) the per-share exercise price for such Unvested Company Option, by (y) the total number of shares of Company Common Stock underlying such Unvested Company Option (the “Unvested Company Option Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Unvested Company Option is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates (but without limitation to any rights that the holder may have under any agreement with the Company in respect effect on the date of a this Agreement), such Unvested Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein Consideration amounts will vest and become payable at the same time as the “Company Option from which such Unvested Company Option Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company Option Consideration amounts; provided that no such changes shall impair the rights of the applicable holder of Unvested Company Option Consideration”) with respect to their receipt of the Unvested Company Option Consideration.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is vested in accordance with its terms and outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall (each, a “Vested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (Ax) the excess, if any, of (xi) the Merger Consideration over (yii) the per-share exercise price for such Vested Company Option multiplied Option, by (iiy) the total number of shares of Company Common Stock underlying such Performance-Based Vested Company Option, subject to any required withholding of Taxes (the “Vested Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective TimeConsideration”); provided provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based such Vested Company Option does shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time and that is not result a Vested Company Option (each, an “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in vesting cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of any portion (i) the Merger Consideration over (ii) the per-share exercise price Table of Contents for such Unvested Company Option, by (y) the total number of shares of Company Common Stock underlying such Unvested Company Option (the “Unvested Company Option Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Unvested Company Option is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein Consideration amounts will vest and become payable at the same time as the “Company Option from which such Unvested Company Option Consideration was converted would have vested and been payable pursuant to its terms and, except as provided on Section 1.5 of the Company Disclosure Schedules, shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company Option Consideration amounts, provided that no such changes shall impair the rights of the applicable holder of Unvested Company Option Consideration”) with respect to their receipt of the Unvested Company Option Consideration.

Company Options. (ia) At Prior to the Effective Time, the Company shall take all actions under the Company’s Stock-Based Compensation Plan dated November 18, 2003, as amended and restated as of December 11, 2007, and the Company’s 2006 Stock Incentive Plan dated February 24, 2006, as amended and restated as of December 11, 2007 (together, the “Company Stock Plans”) and otherwise necessary to provide that the unexercised portion of each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is option outstanding immediately prior to the Effective TimeTime that represents the right to acquire Company Shares (each, a “Company Option”) shall automatically at the Effective Time vest in full, to the extent unvested, and without any required action on the part of the holder thereofthen be canceled, vest (if unvested) and be cancelled terminated and converted at the Effective Time into the right to receive an a cash amount in cash, without interest, equal to the product Option Consideration for each Company Share then subject to the Company Option; provided, however, that no action taken by the Company or any holder of a Company Option shall be required to be irrevocable until immediately prior to the Effective Time. Such actions shall include the Company obtaining any necessary consents of the holders of any Underwater Options to cancel and terminate the Underwater Options at the Effective Time without receipt of any Option Consideration therefor (x) “Underwater Option Consents”). For purposes of this Agreement, “Option Consideration” means, with respect to any Company Share subject to a particular Company Option, an amount equal to the excess, if any, of (1i) the Merger Consideration over (2ii) the per-share exercise price for payable in respect of such Company Share subject to such Company Option multiplied by (y) and any required withholding Taxes. It is understood, for the total number avoidance of shares of doubt, that a Company Common Stock underlying Share subject to a Company Option for which such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to equals or greater than exceeds the Merger Consideration, such Company Option Consideration (“Underwater Option”) shall be cancelled canceled and terminated at the Effective Time without the receipt of any cash payment or other consideration being made Option Consideration. The Option Consideration shall be paid as soon as practicable after the Closing Date, but in respect thereof. no event later than ten (ii10) At Business Days after the Closing Date. On and after the Effective Time, the holder of each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time not an Underwater Option shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into have only the right to receive an amount in cashthe Option Consideration. Section 2.7(a) of the Company Disclosure Schedule (i) sets forth the name of the holder, without interestthe date of issuance, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price and Option Consideration for such each Company Option multiplied by Option, (ii) sets forth the number of shares of total Option Consideration payable with respect to all Company Common Stock underlying such Performance-Based Company Option Options and (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company iii) separately identifies each Underwater Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (i) At Prior to the Closing, the Company Board shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each Company Option shall be cancelled and retired and cease to exist effective as of the Effective Time, and, in exchange therefor, each (A) vested former holder of any such cancelled Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding has vested as of immediately prior to the Effective Time, shall automatically and without any required action on the part Time (including Company Options receiving accelerated vesting as of the holder thereof, vest (if unvestedEffective Time) and for which the Per Share Closing Amount exceeds the per share exercise price of such Company Option (such Company Option, an “In-the-Money Company Option”) shall be cancelled entitled to receive, in consideration of the cancellation of such Company Option and converted into the right to receive in settlement therefor, an amount in cash, cash (without interest, interest and subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the Company) equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (yA) the total number of shares of vested Company Common Stock underlying subject to such Company Option; provided that if Option (the “Option Shares”), multiplied by (B) the excess of the Per Share Closing Amount over the exercise price per share of Company Common Stock of previously subject to such Company Option Option. The aggregate amount of cash payable with respect to all such Company Options under this Section 2.1(b)(ii) is equal referred to or greater than as the “Company Option-Based Merger Consideration, such .” All Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Options that are not In-the-Money Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) Options that is outstanding immediately prior to are unexercised as of the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into no consideration shall be delivered in exchange therefor. For the right to receive an amount in cashavoidance of doubt, without interestany Company Option, equal to the product of (A) the excessextent unvested and/or that is not an In-the-Money Company Option, if anyin each case, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms as of the Company Equity Plan Effective Time (and the applicable Company Option award agreement, not receiving accelerated vesting as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option ) shall be cancelled without any cash payment or other and no consideration being made shall be delivered in respect thereofexchange therefor. The consideration received in respect Company Option-Based Merger Consideration shall be paid on the Company’s next reasonably practicable payroll date following the Closing Date to the applicable holders of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”Employee Options.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is vested in accordance with its terms and outstanding as of immediately prior to the Effective TimeTime (each, shall a “Vested Company Option”) shall, automatically and without any required action on the part of the holder thereof, vest (if unvested) be deemed exercised on a cashless basis and be cancelled and converted into exchanged for the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (xA) the excess, if any, of (1I) the Merger Consideration over (2II) the per-share exercise price for such Vested Company Option multiplied Option, by (yB) the total number of shares of Company Common Stock underlying such Vested Company OptionOption (such aggregate amount, the “Vested Company Option Consideration”), subject to Section 2.5; provided provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding as of immediately prior to the Effective Time shall and that is not a Vested Company Option (each, an “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the contingent right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (A) the excess, if any, of (xI) the Merger Consideration over (yII) the per-share exercise price for such Unvested Company Option multiplied Option, by (iiB) the total number of shares of Company Common Stock underlying such Performance-Based Unvested Company Option (with such numberaggregate amount, if any, determined in accordance with the terms of the Company Equity Plan and the applicable “Unvested Company Option award agreementConsideration”), as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior subject to the Effective Time)Section 2.5; provided provided, however, that if the exercise price per share of Company Common Stock of such Unvested Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Such Unvested Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein Consideration amounts will vest and become payable at the same time as the “Company Option from which such Unvested Company Option Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company Option Consideration amounts, provided that no such changes shall materially impair the rights of the applicable holder of Unvested Company Option Consideration”), including, without limitation, any obligation to continue service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, with respect to their receipt of the Unvested Company Option Consideration.

Company Options. Except as may be otherwise agreed in writing among Parent, the Company and any holder of any Company Option (i) At as hereinafter defined), upon the Effective Timeconsummation of the Merger, each (A) vested Company Option and (B) unvested Company Option subject solely option to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of acquire Company Common Stock underlying such Company Option; provided that if (each, a "COMPANY OPTION," and collectively, the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii"COMPANY Options") At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is 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 automatically 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 required action on the part of the holder thereofCompany or the Company board of directors or any committee thereof (each such Company Option described in the foregoing clauses, be cancelled and converted into 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 in cash, without interest, equal to the product of obtained by multiplying (Aa) the excess, if any, excess of (x) the Merger Consideration Price Per Share over (y) the per-share exercise price for per share of such Vested Company Option multiplied Option, by (iib) the number of shares of Company Common Stock underlying for which such Performance-Based Vested Company Option was exercisable immediately prior to its cancellation (such amounts payable hereunder with such numberrespect to all Vested Company Options being referred to as the "OPTION PAYMENTS"). Prior to the execution and delivery of this Agreement, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by 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 merger, within the meaning of Section 10 of each of the Company's 1996 Option Plans. Each Company or Option that is not a committee thereof after consultation with Parent prior to the Effective Time); provided Vested Company Option and each Company Option that if the is a Vested Company Option that has an exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall Price Per Share will automatically be cancelled without any cash payment consideration as of the Effective Time and the Company shall have obtained on or prior to the Closing Date a consent and release from holders of such options in the form attached hereto as 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 consideration being made than as expressly set forth in respect thereofthis Section 1.9). The consideration received 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 respect 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 Option Plans. From and after the Effective Time, other than as expressly set forth in this Section 1.9, no holder of a Company Option shall have any rights in Sections 3.3(a)(irespect thereof other than to receive payment (if any) for his or 3(a)(ii) is referred her Company Options as set forth in this Section 1.9. The Company shall pay the Option Payments immediately prior to herein as the “Company Option Consideration”Effective Time.

Company Options. (i) At Unless otherwise agreed to by the Parties, at the Effective Time, by virtue of the Merger, each (A) vested Company Option that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time shall be treated as follows: (Bi) unvested Each Company Option subject solely to time-based vesting conditions, in each case, that is vested, outstanding and unexercised immediately prior to the Effective Time, shall automatically and including any Company Option that vests by its terms at the Effective Time without any required action by the Company (each, a “Vested Company Option”) shall, in each case, without any action on the part of Parent, the Company or the holder thereof, vest be cancelled, with the holder of such Vested Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable Tax withholdings, equal to the product obtained by multiplying (if unvestedi) and the excess of the Per Share Price over the per share exercise price of such Vested Company Option, by (ii) the number of shares of Company Common Stock covered by such Vested Company Option immediately prior to the Effective Time. Parent shall, or shall cause the Surviving Corporation to pay the amounts due pursuant to this Section 2.11(a) as promptly as practicable following the Closing Date, but in no event more than three (3) Business Days following the Closing Date. (ii) Each Company Option that is not a Vested Company Option (an “Unvested Company Option”) shall be cancelled and converted into the replaced with a right to receive an amount in cash, without interest, equal to the product produce of (xA) the aggregate number of shares of Company Common Stock subject to such Unvested Company Option multiplied by (B) the excess, if any, of (1) the Merger Consideration Per Share Price over (2) the per-applicable per share exercise price under such Unvested Company Option, subject to any required withholding of Taxes (the “Cash Replacement Option Amounts”), which Cash Replacement Option Amounts will, subject to the holder’s continued service with the Surviving Corporation and its Affiliates through the applicable vesting dates, vest and be payable at the same time (including accelerated vesting on specific terminations of employment, to the extent applicable, under any Employee Plans including the Company Equity Plans and the Executive Severance Agreements between the Company and certain executives, each as set forth on Section 2.11(a)(ii) of the Company Disclosure Letter) as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged would have vested pursuant to its terms and pursuant to any other agreement governing the terms of the applicable Company Option, or the acceleration of vesting thereof, as are in effect immediately prior to the Effective Time and set forth on Section 2.11(a)(ii) of the Company Disclosure Letter. All Cash Replacement Option Amounts will have the same terms and conditions (including, with respect to vesting and acceleration) as applied to the award of Unvested Company Options for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determine of Parent are appropriate to conform the administration of the Cash Replacement Option Amounts. (iii) Any Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the has a per share exercise price per share of Company Common Stock of such Company Option that is equal to or greater than the Merger Consideration, such Company Option Per Share Price shall be cancelled without any cash payment or other for no consideration being made in respect thereof. (ii) At as of the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (ia) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately Immediately prior to the Effective Time, shall automatically and without each outstanding stock option to purchase shares of Company Common Stock (the "Company Options") granted under the 1997 Stock Option Plan or any required action on the part other stock option plan or agreement of the Company (the "Stock Option Plans") shall be terminated, except for any Unvested Options. Prior to the Closing, the Company shall take all such action as is necessary to terminate the options so that on or after the Effective Time no holder thereofof an option or participant or former participant in the options shall have any right to purchase shares of Company Common Stock or any other equity interest in the Company or the Surviving Corporation pursuant to Company Options under that certain Apogee Shareholders Agreement dated as of January 23, vest 1997 by and among the Company and Company Shareholders (if unvestedthe "Company Shareholder's Agreement"). (b) From and after the date hereof, the Company agrees not to accelerate the vesting or exercise date of any Company Options. Each Company Option which is unvested as of the date hereof and not exercisable upon the consummation of the Merger (collectively, the "Unvested Options") shall at the Effective Time, be cancelled and converted into the right to receive an amount in cash, without interest, a number of shares equal to the product six-tenths of a share of Acquiror Common Stock (xincluding any fractional shares of Acquiror Common Stock). For purposes of this Agreement, (i) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company term "Unvested Option multiplied by (y) Shares" shall mean the total number of shares of Company Acquiror Common Stock underlying such Company Option; provided that if which are issuable, in the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Considerationaggregate, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part upon conversion of the holder thereofUnvested Options in accordance with this Section 2.2(b) and, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number term "Unvested Optionholder" shall mean the holder of shares an Unvested Option as of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided . For purposes of this Agreement, the parties acknowledge and agree that if any of the exercise price per share of Company Common Stock of such Company Unvested Option is equal to or greater than the Merger ConsiderationShares issuable pursuant hereto, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein treated for all purposes as the “Company Option Consideration”Merger Stock hereunder.

Company Options. (i) At As of the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is vested in accordance with its terms and outstanding as of immediately prior to the Effective TimeTime (each, a “Vested Company Option”) shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (yi) the total number of shares of Company Common Stock underlying subject to such Vested Company Option; provided that Option and (ii) the excess, if any, of the Merger Consideration, over the exercise price per share of Company Common Stock of underlying such Vested Company Option is equal to or greater than (the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof.“Vested Option (ii) At As of the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time and is not a Vested Company Option (each, an “Unvested Company Option”) shall automatically and without any required action on the part of the holder thereof, be cancelled canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (Ai) the total number of shares of Company Common Stock subject to such Unvested Company Option and (ii) the excess, if any, of (x) the Merger Consideration Consideration, over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares per share of Company Common Stock underlying such Performance-Based Unvested Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company “Unvested Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective TimeConsideration”); provided that that, if the exercise price per share of Company Common Stock of underlying such Unvested Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Unvested Company Option shall be cancelled canceled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Option Consideration will vest and become payable at the same time as the Unvested Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred from which such Unvested Option Consideration was converted would have vested and been payable pursuant to herein its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the “underlying Unvested Company Option Consideration”immediately prior to the Effective Time.

Company Options. (i) Neither Parent nor Surviving Corporation shall assume any Company Options. At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditionswill by virtue of the Merger, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required further action on the part of the any holder thereof, vest (if unvested) and be cancelled and extinguished, and will be converted into only the right to receive an amount payment in cash, without interest, as set forth in this Section 2.2(a) and payable in the manner provided in Section 2.6. Each holder of a Company Option that is outstanding and unexercised as of the date thereof shall automatically become entitled, for each share as to which that Company Option was exercisable, without regard to any vesting provisions (each, an “Option Share”), to the right (each, the “Participation Right”) to receive the following amounts: (i) Upon the distribution of the Closing Merger Consideration, each holder of a Participation Right shall receive an amount, if any (the “Initial Option Cancellation Amount”), for each Participation Right equal to the product positive excess of the Per-Participation Rights Merger Consideration as of such date over the Exercise Price of such Participation Right (the “Option Spread”). If the Option Spread (calculated without regard to whether the excess of the Per-Participation Rights Merger Consideration as of such date minus the Exercise Price of such Participation Right is positive) is zero or negative, then the holder of the Participation Right shall receive no payment from the Closing Merger Consideration on account of such Participation Right. (ii) Upon the distribution of any Merger Consideration after the Effective Time, (each, a “Secondary Distribution”), each holder of a Participation Right shall receive an amount, if any, for each Participation Right equal to the positive excess of the Per-Participation Rights Merger Consideration as of the date of such Secondary Distribution over the sum of (x) the excessExercise Price of such Participation Right, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by plus (y) the total number Initial Option Cancellation Amount, plus (z) any previous Secondary distributions under this Section 2.2(a)(ii) with respect to such Participation Right (collectively, the “Secondary Option Spread”). If the Secondary Option Spread (calculated without regard to whether the excess of shares the Per-Participation Rights Merger Consideration as of Company such date minus the sum of (x), (y) and (z) in the previous sentence) is zero or negative, then the holder of the Participation Right shall receive no payment from the Closing Merger Consideration on account of such Participation Right. Notwithstanding the above, no amounts shall be payable under this Section 2.2(a)(ii) after the fifth anniversary of the Effective Time and any such amounts that would otherwise be payable hereunder but for this sentence shall be distributed as additional Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (iiiii) At The parties hereto agree that any Tax deduction for the Effective Time, each unvested Company Initial Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior Cancellation Amount shall be allocable to the Effective Time Company’s Pre-Closing Tax Period and that the parties shall automatically and without not take a Tax reporting position on any required action on Tax Return inconsistent with the part same (including the application of the holder thereof, be cancelled and converted into the right to receive an amount “next day rule” as described in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the perTreas. Reg. §1.1502-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time76(b)(1)(ii)(B); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”).

Company Options. Neither the Surviving Corporation nor Parent shall assume any Company Options or substitute for any Company Option any option for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of the Effective Time and without any action on the part of any holder of Company Options, (x) all Unvested Company Options (whether time and/or performance-based) which are outstanding as of immediately prior to the Effective Time shall fully vest and become exercisable, and become Vested Company Options, and (y) to the extent not exercised prior to the Effective Time, each Vested Company Option and each formerly Unvested Company Option shall be canceled at the Effective Time. The former holders of the cancelled Company Options shall be paid out as follows, depending on the exercise price per share of any such Company Option: (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is then outstanding immediately prior to and unexercised and which has a per share exercise price that is less than the Effective Time, Closing Cash Consideration shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive the sum of (A) an amount in cash, cash (without interest, interest and subject to deduction for any required withholding as contemplated in Section 1.7) equal to the product of to: (xA) the excess, if any, of (1) the Merger Closing Cash Consideration over (2) the per-share exercise price for per share of such Company Option Option; multiplied by (y) the total number of shares of Company Common Stock underlying such Company OptionOption and (B) one (1) CVR. The Surviving Corporation shall pay the cash amounts payable pursuant to Section 1.5(b)(i)(A) (the “Company Option Cash Consideration”), without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, at the Effective Time or at the Surviving Corporation’s next ordinary course payroll date (that is at least 5 Business Days following the Effective Time), and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 is made and will be made at the same time such applicable Milestone Payment is made to other holders of CVRs; provided that if notwithstanding anything to the exercise price per share contrary contained herein, payment in respect of the CVR shall only be made to the extent such payment is made not later than five years after the Closing Date, and no amount in respect of the CVR shall be paid to any holder of Company Common Stock of Options after such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereoffive year period. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions that is then outstanding and unexercised, and which has a per share exercise price that equals or exceeds the Closing Cash Consideration, but is less than the Maximum Total Consideration (each, an “Performance-Based Company OptionsEligible Option”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, a cash payment equal to the product of (A) the excess, if any, of (x) the Merger Total Consideration over (y) the per-per share exercise price for of such Company Option Eligible Option, multiplied by (iiB) the total number of shares of Company Common Stock underlying subject to such Performance-Based Company Eligible Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent immediately prior to the Effective Time. The Surviving Corporation shall pay the cash amounts payable pursuant to this Section 1.5(b)(ii); provided that if , without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 is made in respect of a CVR and such applicable Milestone Payment, together with the Closing Cash Consideration per share and, with respect to a Milestone Payment for 2027, any previously paid Milestone Payment for 2026 in respect of a CVR, exceeds the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Eligible Option, and will be made at the same time such Company Option applicable Milestone Payment is made to holders of CVRs; provided that notwithstanding anything to the contrary contained herein, payment shall only be cancelled without any cash made to the extent such payment or other consideration being is made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as not later than five years after the “Company Option Consideration”.Closing Date, and no amount

Company Options. (i) At the Effective Time, : (i) each (A) outstanding award of Company Options (or portion thereof) that is vested and exercisable (including Company Option Options which become vested on the Closing Date) and (B) outstanding and unvested award of Company Option subject solely to time-based vesting conditions, Options identified on Section 5.3(a)(i) of the Company Disclosure Letter and in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) case which has a per share exercise price less than the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Considerationshall, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive receive, as soon as reasonably practicable after the Effective Time, an amount in cash, without interestinterest and subject to applicable withholding Taxes, equal to the product of (A) the number of Shares issuable upon exercise of such Company Options immediately prior to the Effective Time multiplied by (B) the excess, if any, of (x1) the Merger Consideration over minus (2) the exercise price of such Company Option, and (ii) each outstanding and unvested award of Company Options that is held by a Continuing Employee with an exercise price per share less than the Merger Consideration, other than the Company Options identified on Section 5.3(a)(i) of the Company Disclosure Letter shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into an award (the “Converted Option Award”) to receive an amount in cash on the earlier of (x) the date on which each such Company Option is scheduled to vest (subject to achievement of the vesting conditions) and (y) the per-share exercise price for such Company Option multiplied by first anniversary of the Closing Date, subject to continued employment through that date, without interest and subject to applicable withholding Taxes, equal to the product of (iiA) the number of shares Shares issuable upon exercise of such Company Common Stock underlying such Performance-Based Company Option Options immediately prior to the Effective Time multiplied by (with such numberB) the excess, if any, determined in accordance with of (1) the Merger Consideration minus (2) the exercise price of such Company Option. Except as specifically provided above, each Converted Option Award shall remain subject to the same terms of the Company Equity Plan and the conditions (including vesting conditions) as were applicable to such Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent immediately prior to the Effective Time); provided that if the and (iii) each outstanding award of Company Options with an exercise price per share of Company Common Stock of such Company Option is equal to or greater than in excess of the Merger Consideration, and each outstanding and unvested award of Company Options that is not held by a Continuing Employee shall, as of the Closing Date, terminate and expire with no additional payment due. (iv) Each outstanding award of Company Options which by its terms or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting terms of any portion agreement with the holder of such Company OptionOptions converts to an award of Company RSUs immediately prior to the Closing Date, such shall not be treated as an outstanding Company Option under Section 5.3(a) but shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of treated as a Company Option in Sections 3.3(a)(iRSU under Section 5.3(b) or 3(a)(ii) is referred to herein as the “Company Option Consideration”on such converted basis.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) then-outstanding unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without and retired and shall cease to exist and no payment shall be made or consideration delivered in exchange therefor, and the holder thereof shall cease to have any cash payment or other consideration being made in respect thereofrights associated therewith. (ii) At the Effective Time, each unvested holder of outstanding and unexercised vested in-the-money Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that Options who is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part not an Employee of the holder thereof, be cancelled and converted into Company shall have the right to receive for the cancellation of each such Company Option an amount (the “Option Price Per Share”) in cash, without interest, cash equal to the product difference of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for Company Common Stock Price Per Share applicable to each such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or on a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock equivalent basis) less the per share exercise price of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of (such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is Options are sometimes referred to herein as the “Cash-Out Options”). At the Effective Time, each then-outstanding and unexercised vested Company Option Considerationheld by an Employee shall be assumed by Holding Company and, as a result of such assumption, each such Company Option will, immediately following such assumption, represent the right to purchase Holding Company Shares; provided, however, that each holder of Company Options who is an Employee shall have the right, at the option of such holder as contemplated by Section 3.2(h), to elect to receive for the cancellation of each such Company Option an amount in cash equal to the Option Price Per Share, provided that the maximum number of such Company Options for which such Employee holder may elect to receive cash shall equal such holder’s Maximum Option Number. The number of such Company Options which are in excess of such Maximum Option Number shall be assumed by Holding Company as set forth in this Section 3.2(d)(ii) (all Company Options to be assumed by Holding Company pursuant to this Section 3.2(d)(ii) are sometimes referred to herein as the “Roll-Over Options”). The Roll-Over Options shall otherwise remain subject to the same terms and conditions as were in effect immediately prior to the assumption, except that the number of shares issuable upon exercise of each Roll-Over Option and the applicable exercise price of each Roll-Over Option shall be appropriately adjusted to reflect the difference in value as between the Holding Company Common Stock and the Company Common Stock, such that the intrinsic value of such Roll-Over Option immediately following the assumption remains the same as the intrinsic value of the Roll-Over Option immediately prior to the assumption, all as set forth on Schedule 3.2(d)(ii). RMG and/or Holding Company shall use reasonable efforts to ensure that the Roll-Over Options which qualified as incentive stock options under Section 422 of the Code prior to the assumption, as disclosed on Schedule 3.2(d)(ii), continue to so qualify after the assumption, and that such assumption is done in a manner such that no additional tax or penalties is incurred by a holder as a result of such assumption and the application of Section 409A of the Code. Notwithstanding the foregoing, each of the RMG Parties reserves all rights to amend, modify or terminate any plan under which Company Options are granted; provided, that such amendment, modification, or termination shall not impair any rights under any Company Option or other Equity Right granted prior to such amendment, modification or termination. RMG and/or the Holding Company shall take all corporate action necessary to reserve for issuance a sufficient number of Holding Company Shares for delivery upon the exercise of Roll-Over Options after the assumption. This Section 3.2(d)(ii) is subject to Section 10.8.

Company Options. Pursuant to the Company Stock Option Plans and the applicable agreements evidencing the grant of any option to purchase shares of Common Stock (i) At the Effective Timeeach, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditionsa "COMPANY OPTION"), in each case, that is outstanding immediately prior to the Effective Time, the Company shall automatically and without take any action required action on the part to provide that as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, and without any further action or consent required of the holder of any Company Option, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”whether vested or unvested) that is outstanding immediately prior to the Effective Time shall automatically immediately vest and without any required action on the part of the holder thereof, be cancelled and converted into cease to exist, in exchange for the right to receive an amount in cash, a cash payment (without interest, any interest thereon and less any required withholding of Taxes) equal to the product of (A) the excess, if any, of (x) the Merger Consideration Consideration, over (y) the per-per share exercise price for of such Company Option Option, multiplied by (iiB) the number of shares of Company Common Stock underlying covered by such Performance-Based Company Option Option. Prior to the Effective Time, the Company shall deliver to each holder of Company Options entitled to receive the cash payment pursuant to this Section 1.09(b) a holder acknowledgement in form and substance reasonably satisfactory to Parent (with the "HOLDER ACKNOWLEDGEMENT"), which shall specify that the right to receive such numbercash payment in respect of such Company Options is conditioned upon the execution and delivery of such Holder Acknowledgement by such holder to the Company, if any, determined in accordance with which shall terminate such Company Options. Upon the terms delivery of the relevant Holder Acknowledgement executed by such holder of Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company Options at or a committee thereof after consultation with Parent prior to the Effective Time, the Surviving Corporation shall pay any such cash payment, without interest and less any withholding Taxes as described in Section 2.01(f) as soon as practicable after the Effective Time. As of the Effective Time, each holder of any Company Option shall cease to have any rights in respect thereof, or under the Company Stock Option Plans or applicable agreement evidencing the grant of any such Company Option except as described in this Section 1.09(b); provided that if . As of the Effective Time, any Company Option with an exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option Consideration shall be cancelled canceled without any cash payment consideration and be of no further force or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”effect.

Company Options. (i) At the Effective Time, Time each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and whether vested or unvested, will, without any required action on the part of Parent, Merger Sub, the Company or the holder thereof, vest (if unvested) and be cancelled and converted into the and will become a right to receive an amount in cash, without interest, equal to the product of (xi) the excess, if any, amount of the Per Share Price (1) less the Merger Consideration over (2) the per-share exercise price for per share attributable to such Company Option Option); multiplied by (yii) the total number of shares of Company Common Stock underlying issuable upon exercise in full of such Company Option (the “Option Consideration”); provided, however, that with respect to each Company Option granted on or after December 7, 2018 (each such Company Option; provided that if , a “Cash Rollover Company Option”), the Option Consideration will, subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Cash Rollover Company Option for which such Option Consideration was exchanged would have vested pursuant to its terms (the Option Consideration payable to holders of Cash Rollover Company Options, the “Cash Replacement Option Amounts”). All Cash Replacement Option Amounts will have the same terms and conditions (including, with respect to vesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the award of Cash Rollover Company Options for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, with respect to Company Options for which the exercise price per share of Company Common Stock of attributable to such Company Option Options is equal to or greater than the Merger ConsiderationPer Share Price, such Company Option shall Options will be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (i) At the Effective Time, each (A) vested Each Company Option and (B) unvested Company Option that is not an Excluded Option, whether subject solely to time-based vesting conditionsor performance-based vesting, in each casevested or unvested, including any Company Option that has an exercise price per share that is equal to or greater than the Per Share Merger Consideration (such option, an “Out-Of-The-Money Option”), that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be assumed and converted by Acquirer into the right to receive the option to purchase, on substantially the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time (provided that such terms shall, other than as otherwise agreed between the applicable Continuing Employee and Acquirer in any Reinvestment Agreement, take into effect any acceleration of vesting that occurs at or prior to the Effective Time or otherwise in connection with, or as a result of, the Transactions), that number of whole shares of Acquirer Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of (x) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the Option Exchange Ratio (an “Assumed Option”), with the per share exercise price of such Assumed Option on a per Acquirer Common Stock share basis equal to, rounded up to the nearest cent, (A) the per share exercise price of such Company Option immediately prior to the Effective Time divided by (B) the Option Exchange Ratio. The Company shall, prior to the Closing, take or cause to be taken all actions within its power as may be reasonably required to effect the treatment of Company Options pursuant to this Section 1.3(a)(ii). Each Excluded Option, whether subject to time-based vesting or performance-based vesting, vested or unvested, that is unexpired, unexercised and outstanding at the Effective Time, shall automatically by virtue of the Merger and without any required action on the part of Acquirer, Merger Sub, the Company or any holder thereof, vest (if unvested) and shall be cancelled at the Effective Time, and converted into in exchange therefor, each holder of such Excluded Option shall be entitled to receive, in consideration of the right to receive cancellation of such Excluded Option: an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying subject to such Performance-Based Company Excluded Option multiplied by (with such number2) the excess, if any, determined in accordance with the terms of the Company Equity Plan and Per Share Merger Consideration over the applicable per share exercise price of such Excluded Option. For the avoidance of doubt, no holder of a Company Option award agreement, as determined by the board of directors of the that is an Assumed Option shall be entitled to any payment with respect to such Company or a committee thereof after consultation with Parent prior to Option at the Effective Time); provided . At the Effective Time, any Excluded Option that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performancean Out-Based Company Option does not result in vesting of any portion of such Company Option, such Company Of-The-Money Option shall be cancelled without any cash payment or other with no consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”therefor.

Company Options. (i) At the Effective Time, each (A) vested Company Vested Option and (B) unvested Company Option subject solely to time-based vesting conditionsshall be automatically cancelled and, in consideration of such cancellation, upon receipt of an acknowledged Notice to Optionholder substantially in the form attached as Exhibit 2.9(a)(1) (“Notice to Optionholder”), Buyer or the Surviving Corporation shall pay to each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part holder of the holder thereof, vest In-the-Money Company Vested Options (if unvesteda) and be cancelled and converted into the right to receive an amount in cash, without interest, respect thereof equal to the product of (xi) the excess, if any, of Allocated Consideration attributable to each such In-the-Money Company Vested Option and (1ii) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of unexercised shares of Company Common Stock underlying subject thereto, less (b)(i) an interest in the Escrow Account equal to such holder’s share of the Escrow Amount with respect to such In-the-Money Company Vested Options determined in accordance with Section 2.5(b)(i) and (ii) such holder’s applicable Stockholder Representative Expense Amount with respect to such In-the-Money Company Vested Options determined in accordance with Section 2.5(b)(ii), and such withheld amounts shall be payable as set forth in Section 2.5(b) and the Escrow Agreement. Each Company Unvested Option shall be cancelled and, conditioned upon the execution of and subject to the terms of a Substitute Stock Option Agreement by and between Buyer and the holder of such Company Unvested Option; provided , substantially in the form attached as Exhibit 2.9(a)(2) hereto, substituted therefor shall be an option (each, a “Substitute Option”) to purchase Buyer’s common stock, par value $0.001 per share, in a substitution that if will not be deemed a grant of a new option for purposes of the rules under Section 409A of the Code. Schedule 2.9 contains a list of all Company Unvested Options and the number of shares of Buyer’s common stock subject to the Substitute Option that will be substituted for each such Company Unvested Option and the exercise price per share of Company Common Stock Buyer common stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At Substitute Option. As of the Effective Time, each unvested Company the Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to Plan shall terminate and all rights under any provision of any other plan, program or arrangement providing for the Effective Time shall automatically and without issuance or grant of any required action on the part other interest in respect of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms capital stock of the Company Equity shall be cancelled. The Company shall use all reasonable efforts to effectuate the foregoing, including, but not limited to, amending the Option Plan as required, sending out the requisite notices and the applicable obtaining all consents necessary to cash out and/or cancel all Company Option award agreementOptions to ensure that, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if , no person shall have any right under the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger ConsiderationPlan, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein except as the “Company Option Consideration”set forth herein.

Company Options. (i) 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 (A) vested outstanding Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if whether vested or unvested) and shall be cancelled and converted into and represent the right to receive an amount in cash, of cash (without interest, ) and less any applicable withholding equal to the product of obtained by multiplying (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying issuable upon the exercise of such Performance-Based Company Option by (with such number, if any, determined in accordance with y) the terms excess of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors cash value per share of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if Merger Consideration over the exercise price per share attributable to such Company Option, if any. Each Company Option outstanding and unexercised immediately prior to the Effective Time shall automatically be cancelled as 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 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 Company Optionholder holds a Company Option with an exercise price of $1.00, and the cash value per share of the Closing Merger Shares plus the cash value per share of any Contingent Share Payments equals $1.10. Such Company Optionholder will receive a cash payment equal to (A) $0.10 (the value of the Spread) multiplied by (B) the number of shares of Company Common Stock of such Company Option is equal subject to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.