Common use of Company Options Clause in Contracts

Company Options. (A) Effective as of the Effective Time, each Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. (A) Effective as of the Effective Time, each Each Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Optionand that is not then vested and exercisable, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect become fully vested on an accelerated basis immediately prior to the Effective Time. As of the Effective Time and in accordance with resolutions of the Board of Directors of the Company (or duly authorized committee thereof) and the terms of the Company Equity Plans, except that (x) such assumed each Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option is outstanding and unexercised immediately prior to the Effective Time multiplied by shall be cancelled in exchange for the Exchange Ratio, with right to receive from Parent or the result rounded down Surviving Corporation a lump sum cash payment (without interest) equal to the nearest whole number product of shares (x) the excess (if any) of Parent (A) the Merger Consideration over (B) the exercise price per share of Company Common Stock for such Company Option and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to of Company Common Stock underlying such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the CodeCompany Option, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Codeless applicable withholding taxes. Prior to the Effective Time, the Company shall provide each Each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for cancelled in accordance with this Section 6.9(a)(i)(B)2.4(b) shall, the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing cease to have any rights with respect thereto, other than the right to receive the cash payment pursuant to this Section 2.4(b) attributable to such cancelled Company Option. If a Company Option (or portion thereof) has an exercise price per share of Company Common Stock that is outstandinggreater than or equal to the Merger Consideration, unvested the holder of such Company Option shall receive no consideration for the cancellation of such Company Option. Parent and unexercised as the Surviving Corporation shall use their reasonable best efforts to provide the lump sum cash payments required pursuant to this Section 2.4(b) within five business days following the Effective Time. The name of each Optionholder, the aggregate number of shares of Company Common Stock issuable upon the exercise in full of each Company Option, and the exercise price per share of Company Common Stock subject to each Company Option are set forth on Section 2.4(b) of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration thereforCompany Disclosure Schedule.

Company Options. Upon the terms and subject to the conditions set forth in this Agreement and without any action on the part of Parent, Merger Sub, the Company or any holder of an option to purchase Shares granted under the Stock Plans (Aeach, a “Company Option”) Effective as (i) the vesting of the Effective Time, each Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), remains outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled accelerated in full immediately prior to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paidii) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is remains outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, cancelled and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised terminated as of the Effective Time and (iii) each holder of each such Company Option shall cease to have any rights with respect thereto, except the vesting of which Non-Continuing Option has not accelerated pursuant right to be paid an amount in cash (without interest) equal to the first product of (x) the total number of Shares previously subject to such Company Option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share of such Company Option, less any required withholding Taxes (the “Option Cash Payment”). Notwithstanding the foregoing, with respect to any Company Option granted after calendar year 2016, to the extent the terms of such Company Option provide for such Company Option to become vested on a pro-rata basis upon the Closing and for the remaining unvested portion of such Company Option to become automatically forfeited upon the Closing, such Company Option will not become vested by reason of clause (i) in the preceding sentence and no Option Cash Payment will be made with respect to the portion of Section 6.9(a)(i)(A) such Company Option that is automatically forfeited upon the Closing in accordance with the terms of such Company Option. Parent shall cause the Surviving Corporation to pay the Option Cash Payments promptly following the Effective Time. Any Company Option with an exercise price equal to, or in excess of, the Per Share Merger Consideration will be cancelled without at the payment of any consideration thereforEffective Time for no consideration.

Company Options. (A) Effective as of the Effective TimeEach Company Option, each Company Option whether vested or portion thereof unvested, that is vested (includingunexpired, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), unexercised and outstanding and unexercised as of immediately prior to the Effective Time Closing shall be terminated and that is either (x) granted under cancelled at the Company’s 2008 Equity Incentive PlanClosing and shall not be assumed by Purchaser, and no Company Option shall be substituted with any equivalent option or (y) is 2004 Plan Option that is a Non-Continuing Optionright to purchase or otherwise acquire any capital stock or other securities of Purchaser. Upon cancellation thereof, shall, by virtue of the Merger, be immediately cancelled and the holder thereof each Company Optionholder shall be entitled to receive, subject to and in consideration accordance with Section 1.6, including any reduction for such Selling Securityholder’s Pro Rata Share of such cancellationthe Expense Amount withheld pursuant to Section 1.6(c), (a) an amount in cash, without interest, equal as set forth opposite the name of each Company Optionholder on the Spreadsheet and (b) pursuant to (and subject to the excess terms of) Section 1.5(c), an additional amount in cash and/or number of shares of Purchaser Series B Stock (as applicable) as set forth opposite the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) name of this Agreement) for each Company Share subject Optionholder on the Spreadsheet (collectively, the “Option Payments”). All other Company Options not described in the preceding sentence shall be cancelled without consideration. The amount of cash each Company Optionholder is entitled to receive for all such Company Options held by such Company Optionholder immediately prior to such cancellation upon the Closing shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Option over the per share exercise price of Options held by such Company OptionOptionholder, and will be reduced by any applicable payroll, income tax or other withholding taxes. Promptly following The Company shall, prior to the Effective TimeClosing, Parent shall pay (take or cause to be paid) taken all actions as may be reasonably required to effect the cash amounts payable treatment of Company Options pursuant to this Section 6.9(a)(i)(A) in respect 1.5(b). The termination and cancellation of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, Options shall be assumed evidenced by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, Agreement together with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i)Joinder Agreements. (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. (A) Effective Except as otherwise agreed to by any holder of the Effective Time, each a Company Option and Parent, Parent shall not assume any Company Options in connection with the Merger or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the other transactions contemplated by this Agreement). Except as otherwise agreed to by any holder of a Company Option and Parent, upon the terms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of such Company Option, (i) each Company Option granted under the Company Stock Plans that remains outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) shall be cancelled and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue terminated as of the Merger, be immediately cancelled Effective Time and the holder thereof shall be entitled to receive, (ii) in consideration for such cancellation and termination, each holder of each such cancellationCompany Option shall cease to have any rights with respect thereto, except the right to be paid at or promptly after the Effective Time, subject to Section 3.8(e), an amount in cash, cash (without interest), if any, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either product obtained by multiplying (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that aggregate number of whole shares of Parent Company Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied Time, by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the Merger Consideration, less the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option (the “Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option); provided, however, that if the per share exercise price of any Company Option equals or exceeds the Merger Consideration, such Company Option shall be equal cancelled without any payment or consideration and all rights with respect to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to shall terminate as of the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the CodeTime. Prior to the Effective Time, the Company shall provide each take all actions reasonably necessary to effect the transactions contemplated by this Section 3.7(d) under all Company Option agreements and any other plan or arrangement of the Company, including delivering all required notices. Except as otherwise agreed to by a holder of a 2004 Plan OptionCompany Option and Parent, other than a Non-Continuing Optionwithin three (3) Business Days after the Closing, that will be outstanding as Parent shall pay by wire transfer of immediately prior available funds to the Effective TimeSurviving Corporation, and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Options, the election to choose, applicable Option Consideration (less any applicable withholding taxes payable in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion respect thereof) that is outstanding, unvested as promptly as practicable (and unexercised as of in no event later than the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(Anext regular payroll date) shall be cancelled without the payment of any consideration thereforthereafter.

Company Options. (A) Effective as of Each In the Effective Time, each Company Money Option or portion thereof that is vested (includingunexpired, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), unexercised and outstanding and unexercised as of immediately prior to the Effective Time shall without any further action on the part of any holder thereof, be terminated and that is either cancelled at the Effective Time and shall not be assumed by Acquirer, (xB) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan each vested Company Option that is a Non-Continuing Option, not an In the Money Option immediately prior to the Effective Time shall, by virtue without any further action on the part of the Mergerany holder thereof, be immediately terminated and cancelled at the Effective Time and the holder thereof shall not be assumed by Acquirer, (C) each unvested Company Option shall be entitled terminated and cancelled at the Effective Time, and (D) no Company Option shall be substituted with any equivalent option or right to purchase Acquirer Common Stock. Upon cancellation thereof at the Effective Time, each In the Money Option shall be converted into and represent the right to receive, subject to and in consideration of such cancellationaccordance with Section 1.4, an amount in cash, without interest, with respect to each share of Company Common Stock underlying such In the Money Option, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Participating Non-Electing Investor Cash per Share subject to such Company Option over Amount less the per share exercise price of such In the Money Option (the “Option Payments”). The amount of cash each Converting Holder holding In the Money Options is entitled to receive for such In the Money Options shall be rounded to the nearest cent and computed after aggregating cash amounts for all In the Money Options held by such Converting Holder and will be reduced by any applicable payroll, income tax or other withholding taxes. Upon cancellation thereof, no payment shall be made with respect to any Company Option that is not an In the Money Option. Promptly following The Company shall, prior to the Effective TimeClosing, Parent shall pay (take or cause to be paid) taken all actions, and shall obtain all consents, as may be required to effect the cash amounts payable treatment of Company Options pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f1.3(a)(xiii). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. Prior to the Effective Time, the Board of Directors of the Company (Athe “Company Board”) (or if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”) then outstanding, under any stock option plan of the Company, including the Company’s Stock Compensation Plan, as amended and restated, or any other plan, agreement or arrangement (the “Company Stock Option Plans”), shall become fully vested and exercisable, and that effective as of the Effective Time, each Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account shall be cancelled and, in exchange therefor, each former holder of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan any such cancelled Company Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of the cancellation of such cancellationCompany Option and in settlement therefor, a payment in cash (subject to Section 2.3.8 hereof) of an amount in cash, without interest, equal to the excess product of (A) the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) total number of this Agreement) for each shares of Company Share Common Stock previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share exercise price of Company Common Stock previously subject to such Company OptionOption (such amounts payable hereunder being referred to as the “Option Consideration”). Promptly following From and after the Effective Time, Parent any such cancelled Company Option shall pay (or cause no longer be exercisable by the former holder thereof and that each such former holder shall only be entitled to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) payment of the Option Consideration. To the extent then in respect of such Company Optionseffect, subject to Section 2.8(f). (B) Effective as of after the Effective Time, each all Company Stock Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, Plans shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such terminated and no further Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any Options or other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option awards shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i)granted thereunder. (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. (Ai) Effective as of At the Effective Time, each then outstanding Company Option, including unvested Company Options, shall be cancelled, and (A) in the case of any Company Option or portion thereof that is vested (includingin accordance with the terms of the applicable Company Stock Plan having a per share exercise price less than the Per Share Price, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of right to receive from the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) Surviving Corporation for each share of Company Share Common Stock subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or an amount (ysubject to any applicable withholding tax) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock cash equal to the product of (x) the number of shares of Company Shares that were issuable upon exercise of Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the amount by which the Per Share Price exceeds the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to (the quotient obtained by dividing the exercise price per Company Share at which such assumed Company “Option was exercisable immediately prior to the Effective Time by the Exchange RatioConsideration”), with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(Bor (B) are intended to comply with Section 409A of the Code, and in the case of any Company Option having a per share exercise price equal to which or greater than the Per Share Price or any unvested Company Option, without the payment of cash or issuance of other securities in respect thereof. Parent shall, or shall cause the Company to, pay to holders of Company Options the Option Consideration, without interest thereon, less applicable Taxes required to be withheld with respect to such payments pursuant to this Section 421 2.7(e), as soon as reasonably practicable following the Effective Time. The cancellation of a Company Option as provided in the Code applies by reason immediately preceding sentence shall be deemed a release of its qualification under Section 422 any and all rights the holder thereof had or may have had in respect of the Code, Section 424 of the Code. such Company Option. (ii) Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will take such actions as may be outstanding as of immediately prior necessary to give effect to the Effective Timetransactions contemplated by this Section 2.7(e), the election to chooseincluding, in lieu but not limited to, satisfaction of the assumption requirements of such Company Option as provided for in this Section 6.9(a)(i)(B), Rule 16b-3(e) under the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i)Exchange Act. (Ciii) Effective Except as of otherwise agreed to by the Effective Timeparties, each Non-Continuing Option (or portion thereofA) that is outstanding, unvested and unexercised the Company Stock Plans shall terminate as of the Effective Time and the vesting provisions in any other Employee Plan providing for the issuance or grant of which Non-Continuing any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time, and (B) the Company shall ensure that following the Effective Time no participant in the Company Option has not accelerated Plans or other Employee Plans shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (iv) Prior to the Effective Time, the Company shall deliver to the holders of Company Options notices, in form and substance reasonably acceptable to Newco, setting forth such holders’ rights pursuant to this Agreement. The Company Board (or, if appropriate, any committee thereof administering the first sentence of Section 6.9(a)(i)(ACompany Option Plans) shall adopt such resolutions or take such other actions as may be cancelled without required to effect the payment of any consideration thereforforegoing.

Company Options. (Aa) Effective The Company shall take such action as shall be required: (i) to effectuate the cancellation, as of the Effective Time, each of all outstanding stock options and Share Rights Awards (“Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (xOptions”) granted under the Company’s 2008 Equity Incentive Stock Option Plan (without regard to the exercise price of such Company Options); and (ii) to cause, pursuant to the Stock Option Plan, or (y) is 2004 Plan each outstanding Company Option that is a Non-Continuing Option, shall, by virtue to represent as of the Merger, be immediately cancelled and Effective Time solely the holder thereof shall be entitled right to receive, in accordance with this Section 2.12, 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 Stock or any other equity security of the Company, Parent, Acquisition Sub or any other Person or any other consideration. (b) Each holder of a Company Option shall receive from Parent, in respect and in consideration of such cancellationeach Company Option so cancelled, as soon as practicable following the Effective Time (but in any event not later than five Business Days), an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(iapplicable withholding tax) equal to the product of this Agreement(i) for each the excess, if any, of (A) the Per Common Share Amount over (B) the exercise price per share of Common Stock subject to such Company Share Option, multiplied by (ii) the total number of shares of Common Stock subject to such Company Option over (whether or not then vested or exercisable), without any interest thereon (the per share “Option Consideration”). In the event that the exercise price of any Company Option is equal to or greater than the Per Common Share Amount, such Company Option. Promptly Option shall be cancelled and have no further force or effect without the payment of any amount by the Company. (c) As soon as practicable following the Effective Timeexecution of this Agreement, the Company shall mail to each person who is a holder of Company Options a letter, approved by Parent prior to such mailing (which approval shall pay (not be unreasonably withheld or cause to be paiddelayed by Parent) describing the cash amounts payable treatment of and payment for such Company Options pursuant to this Section 6.9(a)(i)(A) 2.12 and providing instructions for use in respect of obtaining payment for such Company Options, subject . Parent shall at all times from and after the Effective Time maintain sufficient liquid funds to satisfy its obligations to holders of Company Options pursuant to this Section 2.8(f)2.12. (Bd) Effective The Company shall take such action as of shall be required to cause the Effective Time, each Company Option Company’s employee stock purchase plan and all rights thereunder to terminate at or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. Each Company Option that (Ai) is unvested and outstanding as of immediately prior to the Effective Time shall, as of the Effective Time, each Company Option or portion thereof that (ii) is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), and outstanding and unexercised as of immediately prior to the Effective Time and that is either (xA) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is has a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following that is greater than or equal to the Effective TimeMerger Consideration, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). and (B) Effective as is held by an employee, director or consultant of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that who is outstanding and unexercised providing services to the Company as of immediately prior to the Effective Time (each such Company Option, a “Vested Out-of-the-Money Option”) shall be assumed and that is either (x) not vested converted into an option to purchase, on the same terms and conditions as of were applicable to such Company Option immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Investor Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied Time, at an exercise price per share of Investor Parent, determined by subtracting from the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per per-share exercise price for the shares of Parent Company Common Stock issuable upon exercise of such assumed otherwise purchasable pursuant to the Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by an amount equal to the Exchange Ratiodifference between the Merger Consideration and the fair market value of a share of Investor Parent as of the Effective Time, with the result rounded up to the nearest whole centcent (each such option, an “Investor Parent Option”). The exercise price In addition, each Company Option held by a U.S. taxpayer shall be adjusted as required by Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the number meaning of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Treasury Regulations under Section 409A of the Code, and in the case of any . Each Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be is vested and outstanding as of immediately prior to the Effective Time (other than a Vested Out-of-the-Money-Option) shall be cancelled and terminated as of the Effective Time, the election to choose, in lieu and each holder of the assumption of each such Company Option as provided for in this shall receive, subject to Section 6.9(a)(i)(B2.8(e), an amount in cash (without interest), if any, equal to the automatic “cashless exercise” product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such vested and outstanding 2004 Plan Company Option to be effected as of immediately prior to the Effective Time, contingent upon by (y) the consummation excess of the amount of the Merger with, for Consideration less the purposes per share exercise price of such cashless exerciseCompany Option (the “Vested Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). The Company shall take all actions reasonably necessary to deliver all required notices under all Company Option agreements and any other plan or arrangement of the Company. For avoidance of doubt, the fair market value per Company Share at shall not take any action that would accelerate the time vesting of such exercise deemed to be the Merger Consideration, with the Company Shares issued Options in connection with such cashless exercise treated as specified any of the transactions contemplated by this Agreement, except to the extent directed by Investor in Section 2.7(b)(i). (C) Effective as Investor’s sole discretion between the date of this Agreement and the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of in which case the Effective Time and Company shall cause the vesting of which Non-Continuing Option has not accelerated pursuant any such Company Options to occur on or immediately prior to the first sentence Effective Time. Within three (3) Business Days after the Closing, Investor shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Investor shall cause the Surviving Corporation to pay to each of the holders of vested Company Options, the applicable Vested Option Consideration (less any applicable withholding taxes payable in respect thereof) as promptly as practicable (and in no event later than the next regular payroll date) thereafter. Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor2. Section 6.

Company Options. Promptly following the date of this Agreement, the Company Board (Aor, if appropriate, any committee administering the applicable Company Equity Plan) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required (1) to fully vest all Company Options contingent upon the Closing and (2) to terminate each Company Equity Plan effective as of the Closing. Effective as of the Effective Time, each unexpired and unexercised Company Option or portion thereof that is vested (includingshall terminate, for the avoidance and, in exchange therefor, each former holder of doubt, any such terminated Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of the termination of such cancellationCompany Option and in settlement therefor, (i) an amount in cash, without interest, equal to the excess of the Merger Consideration cash (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (applicable withholding or cause other Taxes required by applicable Legal Requirements to be paidwithheld or otherwise paid by the Company) equal to the product of (A) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect total number of Company Interests held by such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised holder as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior subject to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(Band (B) shall continue to havethe excess, and be subject toif any, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing Base Per Interest Price over the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior Interests previously subject to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for and (ii) an amount of cash (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 Contingent Per Interest Price as, if and when due and payable in this accordance with Section 6.9(a)(i)(B)1.16. At the Closing, Acquiror shall pay to the Company, or where applicable its designated payroll processor, by wire transfer in immediately available funds, the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation portion of the Merger withconsideration payable to the holders of Company Options as set forth on the Consideration Spreadsheet for distribution to the former holders of Company Options on or promptly following the Closing Date in accordance with the terms of this Agreement pursuant to, for the purposes of such cashless exercisewhere applicable, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i)Company’s payroll practices. (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. (Ai) Effective as of At the Effective Time, each Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, whether or (y) a 2004 Plan Optionnot vested, shall be assumed by Parent as canceled in exchange for the right to receive a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(Blump sum cash payment (without interest) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (yi) the per share exercise price for excess, if any, of (A) the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing Merger Consideration over (B) the exercise price per Company Share at which for such assumed Company Option was exercisable immediately prior to and (ii) the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the total number of shares purchasable pursuant underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such option payment. From and after the terms Effective Time, all Company Options shall no longer be outstanding and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended shall cease to comply with Section 409A of the Codeexist, and in each holder of a Company Option shall cease to have any rights with respect thereto or arising therefrom, except the case of right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to which Section 421 or greater than the Merger Consideration, such Company Option shall be canceled without payment of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. consideration. (ii) Prior to the Effective Time, the Company shall provide adopt resolutions and use reasonable best efforts to take other actions that are necessary under the Company Stock Plans and/or award agreements (including providing Company Optionholders with notice of their rights with respect to any such Company Options as provided herein and/or seeking such Company Optionholders’ consents, in each case to the extent required by the terms of the applicable Company Stock Plans or award agreements) to effectuate the provisions of this Section 2.8(c). (iii) The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to Section 2.8(c)(i) above shall be rounded to the nearest New Israeli Agora and computed after aggregating cash amounts for all Company Options held by such holder. (iv) As of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to chooseCompany Stock Plans shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in lieu respect of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation share capital of the Merger with, for the purposes Company or any of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) its Subsidiaries shall be cancelled without the payment of any consideration thereforcancelled.

Company Options. (A) Effective Except as otherwise agreed by Newco and a holder of a Company Option, Newco shall not assume any Company Options in connection with the Effective Time, each Company Option Merger or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the other transactions contemplated by this Agreement). Upon the terms and subject to the conditions set forth in this Agreement, except as otherwise agreed to by Newco and a holder of a Company Option, the Company shall take such action as may be necessary so that immediately prior to the Effective Time by virtue of and subject to the Merger, the vesting of each Company Option that remains outstanding and unexercised as of immediately prior to the Effective Time shall be accelerated in full in accordance with the terms thereof and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately thereupon cancelled and automatically converted into the holder thereof shall be entitled right to receive, in consideration of such cancellation, receive an amount in cash, cash (without interest), if any, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either product obtained by multiplying (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that aggregate number of whole shares of Parent Company Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange RatioTime, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the Per Share Price, less the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B)(the “Option Consideration” and, together with the Share Consideration, the automatic “cashless exercise” Merger Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of such vested and outstanding 2004 Plan a Company Option). Newco shall, or shall cause the Company to, pay to holders of Company Options the Option Consideration, without interest thereon, less applicable Taxes required to be effected withheld with respect to such payments, as of immediately prior to soon as reasonably practicable following the Effective Time. To the extent that Taxes are deducted or withheld from the Option Consideration, contingent upon such amounts shall be treated for all purposes under this Agreement as having been paid to and received by the consummation Person to whom such amounts would otherwise have been paid. The Company shall take all actions necessary to effect the transactions contemplated by this Section 2.7(e) under all Company Option agreements and any other plan or arrangement of the Merger withCompany, for the purposes including delivering all required notices and making any determinations and/or resolutions of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i)Board or a committee thereof. (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. (A) Effective as of the Effective Time, each No Company Option (whether vested or portion thereof unvested) that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time Closing shall be assumed by Purchaser. Each Company Option (whether vested or unvested) will automatically, and that is either (x) granted under without any further action on the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue part of the Mergerany holder thereof, be cancelled immediately cancelled prior to the Closing and the in consideration for such cancellation each holder thereof shall be entitled included in the disbursement of the Closing Payment, Deferred Payment, Contingent Payment (if any) and Contingent Ruling Payment (if any), as and when such disbursements are made to receivethe Company Shareholders, plus the applicable portion of any amounts required to be disbursed from the Set-off Amount to the Company Shareholders in accordance with the terms of this Agreement, with respect to its Company Options, an amount, in consideration of such cancellation, an amount in cash, Cash Consideration (without interest), equal to the excess of respective amount (if any) set forth opposite such holder’s name on the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company OptionsSigning Spreadsheet, subject to Section 2.8(f1.1(h) (such amount herein referred to as the "Option Amount" per Company Optionholder, and such aggregate amount, the “Aggregate Option Amount”). (B) Effective as of the Effective Time, each Company Option . At or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective TimeClosing, the Company shall provide take all actions under the Company Option Plan and otherwise to cause each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option Options to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective canceled and extinguished as of the Effective TimeClosing Date. In addition, and with respect to each Non-Continuing Option (or portion thereof) that is outstandingCompany Optionholder, unvested severally and unexercised not jointly, Purchaser may deduct any withholding amounts as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration thereforfurther described in this ‎ARTICLE 1.

Company Options. (A) Effective as of the Effective Time, each Company Option or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the transactions contemplated by this Agreement), outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall take all actions under the NYMAGIC, INC. 1991 Stock Option Plan, the NYMAGIC, INC. 2002 Nonqualified Stock Option Plan as amended and restated and the NYMAGIC, INC. 2004 Amended and Restated Long-Term Incentive Plan (together, the “Company Stock Plans”) and otherwise necessary to provide that the unexercised portion of each option outstanding immediately prior to the Effective Time that represents the right to acquire Company Shares (each, a “Company Option”) shall at the Effective Time vest in full, to the extent unvested, and then be canceled, terminated and converted at the Effective Time into the right to receive a cash amount equal to the 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 2004 Plan Option, other than a Non-Continuing Option, that will Company Option shall be outstanding as of required to be irrevocable until immediately prior to the Effective Time, . Such actions shall include the election Company’s use of its best efforts to choose, in lieu obtain the consent of the assumption holders of any Underwater Option to cancel and terminate the Underwater Option without receipt of any Option Consideration. 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 (i) the Merger Consideration over (ii) the exercise price payable in respect of such Company Shares subject to such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, any required withholding Taxes. It is understood for the purposes avoidance of such cashless exercise, the fair market value per doubt that a Company Share at the time of Option for which such exercise deemed to be the price equals or exceeds such Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i). Consideration (C“Underwater Option”) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) per share shall be cancelled canceled and terminated without the payment receipt of any consideration thereforOption Consideration. The Option Consideration shall be paid as soon as practicable after the Closing Date, but in no event later than three (3) Business Days after the Closing Date.

Company Options. (A) Effective Except as otherwise agreed in writing by Parent and a holder of a Company Option, Parent shall not assume any Company Options in connection with the Effective Time, each Company Option Merger or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the other transactions contemplated by this Agreement). Upon the terms and subject to the conditions set forth in this Agreement, except as otherwise agreed to in writing by Parent and a holder of a Company Option, at the Effective Time, by virtue of the Merger, the Company shall take such action as may be necessary so that the vesting of each Company Option held by a then-current employee or service provider shall be accelerated in full and each Company Option that remains outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, shall be immediately cancelled and automatically converted into the holder thereof shall be entitled right to receive, in consideration of such cancellation, receive an amount in cash, without interestif any, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(i) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is outstanding and unexercised as of immediately prior to the Effective Time and that is either product obtained by multiplying (x) not vested as of immediately prior to the Effective Time, or (y) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each such Company Option so assumed by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be exercisable for that aggregate number of whole shares of Parent Company Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied Time, by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the excess, if any, of the Per Share Price over the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option (the “Option Consideration”) (it being understood and agreed that such exercise price shall not actually be equal paid to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with holder of a Company Option). Parent shall cause the result rounded up Company to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant pay to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case each holder of any Company Option the applicable Option Consideration, less applicable Taxes required to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Codebe withheld with respect to such payments, Section 424 of the Code. Prior to as soon as reasonably practicable following the Effective Time. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Company shall provide each holder of a 2004 Plan Option, take all actions necessary to effect the transactions contemplated by this Section 1.6(h)(i) under all Company Option agreements and any other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu plan or arrangement of the assumption of such Company Option as provided for in this Section 6.9(a)(i)(B)Company, the automatic “cashless exercise” of such vested and outstanding 2004 Plan Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued in connection with such cashless exercise treated as specified in Section 2.7(b)(i)including delivering all required notices. (C) Effective as of the Effective Time, each Non-Continuing Option (or portion thereof) that is outstanding, unvested and unexercised as of the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(A) shall be cancelled without the payment of any consideration therefor.

Company Options. (A) Effective as of Parent shall not assume any Company Options in connection with the Effective Time, each Company Option Merger or portion thereof that is vested (including, for the avoidance of doubt, any such Company Option or portion thereof that vests on account of the other transactions contemplated by this Agreement). Upon the terms and subject to the conditions set forth in this Agreement, except as otherwise agreed to by Parent and a holder of a Company Option, the Company shall take such action as may be necessary so that immediately prior to the Effective Time, (i) the vesting of each Company Option that remains outstanding and unexercised as of immediately prior to the Effective Time and that is either (x) granted under the Company’s 2008 Equity Incentive Plan, or (y) is 2004 Plan Option that is a Non-Continuing Option, shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receiveaccelerated in full, in consideration of such cancellation, an amount in cash, without interest, equal to the excess of the Merger Consideration (subject to any adjustment in accordance with Section 2.7(b)(iii) of this Agreement) for each Company Share subject to such Company Option over the per share exercise price of such Company Option. Promptly following the Effective Time, Parent shall pay (or cause to be paid) the cash amounts payable pursuant to this Section 6.9(a)(i)(A) in respect of such Company Options, subject to Section 2.8(f). (B) Effective as of the Effective Time, each Company Option or portion thereof, other than a Non-Continuing Option, that is remains outstanding and unexercised as of immediately prior to the Effective Time shall be cancelled and that is either (x) not vested terminated as of immediately prior to the Effective Time, or and (yiii) a 2004 Plan Option, shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each holder of each such Company Option so assumed shall be paid by Parent pursuant to this Section 6.9(a)(i)(B) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Company Stock Plan and any other plan or arrangement of the Company relating to such Company Option, as in effect immediately prior to promptly after the Effective Time, except that subject to Section 3.8(e), an amount in cash (x) such assumed Company Option shall be exercisable for that number of whole shares of Parent Common Stock without interest), if any, equal to the product of obtained by multiplying (x) the aggregate number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied Time, by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Parent Common Stock and (y) the Offer Price, less the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per Company Share at which such assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. The exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option described in this Section 6.9(a)(i)(B) are intended to comply with Section 409A of the Code, and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code. Prior to the Effective Time, the Company shall provide each holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, the election to choose, in lieu of the assumption of such Company Option as provided for in (the “Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). The Company shall take all actions necessary to effect the transactions contemplated by this Section 6.9(a)(i)(B)3.7(d) under all Company Option agreements and any other plan or arrangement of the Company, including delivering all required notices and making any determinations and/or resolutions of the Company Board or a committee thereof. Within three (3) Business Days after the Closing, Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Options, the automatic “cashless exercise” of such vested and outstanding 2004 Plan applicable Option to be effected as of immediately prior to the Effective Time, contingent upon the consummation of the Merger with, for the purposes of such cashless exercise, the fair market value per Company Share at the time of such exercise deemed to be the Merger Consideration, with the Company Shares issued Consideration (less any applicable withholding taxes payable in connection with such cashless exercise treated as specified in Section 2.7(b)(i). (C) Effective as of the Effective Time, each Non-Continuing Option (or portion respect thereof) that is outstanding, unvested as promptly as practicable (and unexercised as of in no event later than the Effective Time and the vesting of which Non-Continuing Option has not accelerated pursuant to the first sentence of Section 6.9(a)(i)(Anext regular payroll date) shall be cancelled without the payment of any consideration thereforthereafter.