Common use of Company Options Clause in Contracts

Company Options. Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Payment.

Company Options. Prior to the Effective Time, the Each Company shall take all actions necessary Option that is outstanding and appropriate to provide that, unexercised as of immediately prior to the Effective Time, each unexpired and unexercised option whether vested or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vestedunvested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled canceled and converted into the right to receive (as promptly as practicable after collectively, the Effective Time), in consideration of the cancellation of such Company “Option and in settlement thereforConsideration”): (i) with respect to each In-the-Money Option, (i) a payment an amount in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheldwithout interest) of an amount equal to the product of (A) the total aggregate number of shares of Company Common Stock previously subject Shares underlying such In-the-Money Option immediately prior to such Company Option the Effective Time, and (B) the excess, if any, of (x) the Initial Common Consideration Cash Amount over (y) the per share exercise price per share of Company Common Stock previously subject to such Company In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g), and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of one (1) CVR for each Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to Share underlying such Company Option immediately prior to the Effective Time; and (such amounts payable hereunder being referred ii) with respect to as the “Option Payment”). From and each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder an amount in cash (without interest) equal to the payment product of (A) the aggregate number of Company Shares underlying such Out-of-the-Money Option Payment, and, immediately prior to the Effective Time, and (B) (I) the Company excess, if any, of (x) the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall obtain all necessary consents be paid in accordance with Section 3.7(g). Notwithstanding anything herein to ensure that former holders the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of Company Options will have any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no rights other than the right to receive the Option Paymentconsideration in exchange therefor.

Company Options. As of the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested), shall be canceled without any action on the part of any holder of such Company Option in consideration for the right to receive, subject to the execution and delivery by the holder of such Company Option of an Option Surrender Agreement with respect thereto and to any withholding in accordance with Section 1.14, in full satisfaction of the rights of such holder with respect thereto, (i) as promptly as reasonably practicable following the Effective Time (but in no event earlier than the first ordinary payroll of the Company that is at least ten (10) business days after the Effective Time), the cash amount (without interest) equal to the number of shares of Company Common Stock that are subject to such Company Option (whether or not exercisable), multiplied by the amount by which (A) the portion (if any) of the Closing Merger Consideration allocable to one (1) share of Company Common Stock, as shown on the Allocation Schedule, exceeds (B) the exercise price per share of Company Common Stock subject to such Company Option, plus (ii) as promptly as practicable after any Future Payment becomes payable in accordance with this Agreement and the Escrow Agreement (but in no event earlier than the first ordinary payroll of the Company that is at least ten (10) business days after such Future Payment becomes payable), the cash amount (without interest) equal to the number of shares of Company Common Stock that are subject to such Company Option (whether or not exercisable), multiplied by the amount by which (A) the portion of such Future Payment allocable to one (1) share of Company Common Stock, as shown on the Allocation Schedule exceeds (B) (to the extent not previously deducted) any portion of the exercise price per share of Company Common Stock subject to such Company Option. Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to or desirable in connection with the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders treatment of Company Options will have no rights other than the right to receive the Option Paymentcontemplated by this Section 1.13(a).

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 necessary and appropriate to provide thateach holder of a 2004 Plan Option, other than a Non-Continuing Option, that will be outstanding as of immediately prior to the Effective Time, each unexpired and unexercised option or similar right the election to purchase Company Common Stock (eachchoose, a “Company Option”), under any stock option plan in lieu of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation assumption of such Company Option as provided for in this Section 6.9(a)(i)(B), the automatic “cashless exercise” of such vested and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law outstanding 2004 Plan Option to be withheld) effected as of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, 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 obtain all necessary consents to ensure that former holders be cancelled without the payment of Company Options will have no rights other than the right to receive the Option Paymentany consideration therefor.

Company Options. Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately Immediately prior to the Effective Time, each unexpired and unexercised option outstanding option, whether vested or similar right unvested, to purchase Company Common Stock Shares that was granted under the 2013 Plan (eacheach such option, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former terminated and cancelled. The holder of any such cancelled a Company Option having an exercise price that is less than the Per Share Amount, (such Company Option, an “In-the-Money Option”) shall be entitled to receive (receive, as promptly soon as reasonably practicable after the Effective Time), in consideration a number of the cancellation of such Company Option and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount Parent Shares equal to the product of quotient determined by dividing (A) the total number of shares of Company Common Stock previously subject to such Company Option and (Bi) the excess, if any, of (x) the Initial Common Consideration Per Share Amount over (y) the per-Share exercise price per share for the Shares that would have been issuable upon exercise of Company Common Stock previously subject to such Company OptionIn-the-Money Option (with the understanding that, and for purposes of this clause, if there are different exercise prices for different In-the-Money Options held by the same holder, separate calculations shall be made for each exercise price), by (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Parent Share Value Rights equal and rounding to the total number nearest ten-thousandth of shares a Share. The holder of Company Common Stock previously subject to any such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company that is not an In-the-Money Option shall have no longer be exercisable by the former further rights or entitlements with respect thereto. Parent shall pay to each holder thereof, but shall only entitle of In-the-Money Options cash in lieu of fractional shares to which such holder would be entitled pursuant to this Section 2.3(a); provided that the payment calculation of the amount of such fractional shares shall be determined on an aggregate basis taking into account all In-the-Money Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Paymentgrants held by such holder.

Company Options. Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to As of the Effective Time, each unexpired and unexercised option to purchase shares of Company Common Stock or similar other right to purchase Company Common Stock under any Company Stock Plan (each, each a “Company Option”), under any stock option plan to the extent it is outstanding and unexercised immediately prior thereto, shall become fully vested as of the Company (including Effective Time and shall by virtue of the Company’s 1998 Stock Compensation Program) or Merger and without any other plan, agreement or arrangement (action on the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former part of any holder of any such cancelled Company Option shall be entitled to receive (automatically cancelled and the holder thereof will receive, as promptly soon as reasonably practicable after following the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, Time a cash payment (iwithout interest) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount with respect thereto equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (Ba) the excess, if any, of the Initial Common Cash Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the as such exercise price per share of Company Common Stock previously subject is reduced immediately prior to such Company OptionClosing pursuant to Section 4.19(b), a number of Common Stock Contingent Value Rights equal to and (b) the total number of shares of Company Common Stock previously subject to issuable upon exercise of such Company Option (such amounts payable hereunder being referred to as collectively, the “Option PaymentConsideration”). From and after As used in this Agreement, “Equity Award Equivalent Shares” means the number of shares equal to (x) the aggregate amount of Option Consideration, divided by (y) the Cash Consideration. As of the Effective Time, any such cancelled all Company Option Options, whether or not vested or exercisable, shall no longer be exercisable by the former outstanding and shall automatically cease to exist, and each holder thereofof a Company Option shall cease to have any rights with respect thereto, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than except the right to receive the Option PaymentConsideration; provided that, if the exercise price of any such Company Option, as such exercise price per share is reduced immediately prior to Closing pursuant to Section 4.19(b), is equal or greater than the Cash Consideration, such Company Option shall be cancelled without any payment being made in respect thereof. The Option Consideration shall in all cases be paid in cash and shall not be subject to the proration contemplated by Section 1.8.

Company Options. Prior to (i) At the Effective Timeapplicable time specified in Section 2.3 of the Plan of Arrangement, the each Company shall take all actions necessary and appropriate to provide that, Option that is outstanding immediately prior to the Effective Timesuch time and granted prior to January 1, each unexpired and unexercised option or similar right to purchase Company Common Stock (each2014 shall be fully vested, a “Company Option”)and, under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vestedat such time, shall be cancelled and, in exchange therefor, each former and shall only entitle the holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement thereforto receive (without interest), (i) a payment as soon as reasonably practicable after such time, an amount in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (Ax) the total number of shares of Company Common Stock previously Shares subject to such Company Option and immediately prior to such time multiplied by (By) the excess, if any, of (A) the Initial Common Consideration over (B) the exercise price per share Common Share of Company Common Stock previously subject to such Company Option, and less applicable Taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Company Option which has an exercise price per Common Share that is greater than or equal to the Consideration shall be cancelled at the applicable time specified in Section 2.3 of the Plan of Arrangement for no consideration or payment. (ii) whether or not there is any excess At the applicable time specified in Section 2.3 of the Initial Common Consideration over the exercise price per share Plan of Arrangement, each Company Common Stock previously subject Option that is outstanding immediately prior to such Company Optiontime and granted on or after January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Common Shares and shall be converted into an option to purchase a number of Common Stock Contingent Value Rights Parent Shares equal to the total product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock previously Shares subject to such Company Option immediately prior to such time and (y) the Equity Award Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Common Share of such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, immediately prior to such time divided by (B) the Effective TimeEquity Award Conversion Ratio; provided, however, that the Company shall obtain all necessary consents to ensure that former holders exercise price and the number of Company Options will have no rights other than the right to receive the Option Payment.Parent Shares purchasable pursuant to

Company Options. Prior to the Effective Time, the Each Company shall take all actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan Option outstanding as of the Company (including effective time of the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement Split (the “Company Stock Option PlansSplit Effective Time”)) will, whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder automatically and without any action on the part of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation holder of such Company Option and in settlement thereforor beneficiary thereof, continue to be an option to purchase Company Ordinary Shares (ieach a “Continuing Option”) a payment in cash (subject to any substantially the same terms and conditions as were applicable withholding or other taxes required by applicable Law to such Company Option immediately before the Split Effective Time (including expiration date and exercise provisions), except that: (A) each Continuing Option shall be withheld) exercisable for that number of an amount Company Ordinary Shares equal to the product (rounded down to the nearest whole Company Ordinary Share) of (A1) the total number of shares of Company Common Stock previously Shares subject to such the Company Option immediately before the Split Effective Time multiplied by (2) the Split Factor; and (B) the excess, if any, per share exercise price for each Company Ordinary Share issuable upon exercise of the Initial Common Consideration over Continuing Option shall be equal to the quotient obtained by dividing (1) the exercise price per share Company Share of Company Common Stock previously subject to such Company OptionOption immediately before the Split Effective Time by (2) the Split Factor; provided, and (ii) whether or not there is any excess of the Initial Common Consideration over however, that the exercise price per share and the number of Company Common Stock previously subject Ordinary Shares purchasable under each Continuing Option shall, to such the extent applicable, be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Company OptionOption to which Section 422 of the Code applies, a the exercise price and the number of Common Stock Contingent Value Rights equal Company Ordinary Shares purchasable under such Continuing Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code; and provided, further, that in the case of any Company Option to which Section 102 of the total ITO applies, that the exercise price and the number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Ordinary Shares purchasable under each Continuing Option shall no longer be exercisable by determined in a manner consistent with the former holder thereof, but shall only entitle such holder to Incentive Equity Plan and in compliance with the payment requirements of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option PaymentITA.

Company Options. (a) Each Company Option that is vested and outstanding as of immediately prior to the Effective Time shall be canceled at the Effective Time in exchange for the consideration described in clause (a)(iii) below, and, following the Effective Time, the Company Options shall no longer be exercisable by the holder thereof and shall only entitle the former holder thereof to the payment of the Option Consideration. At the Effective Time, the Company Plan shall be terminated and no further Company Options shall be granted thereunder. Any Option Consideration each Optionholder is entitled to receive pursuant to this Section 2.5(a) shall be rounded to the nearest whole cent. (i) Subject to the other terms of this Agreement, each holder of any Company Option canceled in accordance with Section 2.5(a) above (each, an “Optionholder”) shall be entitled to receive, without interest and subject to any applicable employee-side payroll and withholding Taxes: (A) an amount in Parent Shares (based on the Market Value thereof) and cash (including cash in lieu of any fractional shares in accordance with Section 2.17) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to such Company Option that are vested as of immediately prior to the Effective Time (the “Vested Option Shares”) by (2) the excess, if any, of (x) the Estimated Per Share Merger Consideration, less (y) the exercise price per share of Company Common Stock of such Company Option (such amount, an “Option Payment” and, in the aggregate, with all such Option Payments, the “Options Payment Amount”), plus (B) in each case when, if and to the extent payable hereunder, (1) an amount in cash or, if applicable, Parent Shares (subject to Section 2.4(d)) pursuant to Section 2.6(g), equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share 2025 Earnout Payment Amount, if any, plus (2) an amount in cash or, if applicable, Parent Shares (subject to Section 2.4(d)) pursuant to Section 2.6(g), equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share 2026 Earnout Payment Amount, if any, plus (3) an amount in cash equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share Escrow Release Amount with respect to any amounts released to the Stockholders from the Escrow Fund from time to time pursuant to the terms of this Agreement and the Escrow Agreement, if any, plus (4) an amount in cash, equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share Holdback Release Amount with respect to any amounts released to the Stockholders from the Holdback Amount from time to time pursuant to the terms of this Agreement, if any, plus (5) an amount in cash, equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share Excess Payment, if any (such aggregate amount described in the foregoing clauses (A) and (B), the “Option Consideration”). For the avoidance of doubt, any amounts payable to holders of Vested Option Shares pursuant to this Section 2.5 or Section 2.6, as applicable, shall be payable in cash or Parent Shares (where applicable) at the same proportion as payments made to holders of Shares pursuant to Section 2.4 or Section 2.6, as applicable; provided that the exercise price of such option shall solely reduce the cash portion Merger Consideration payable to such holder of Vested Option Shares. Notwithstanding anything to the contrary herein, to the extent required to comply with Treasury Regulations Section 1.409A-3(i)(5)(iv)(A), no Option Consideration shall be paid following the fifth anniversary of the Closing Date and any Option Consideration that otherwise would become payable following such anniversary pursuant to this Agreement instead shall be forfeited by the former holders of Company Options without consideration therefor and shall be paid instead to the other Stockholders based on their pro rata portion of the Fully Diluted Common Number, after excluding the Company Options from such calculation, provided, however, that Option Consideration subject to a substantial risk of forfeiture for purposes of Section 409A of the Code shall treated as if not subject to the constraint imposed by Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) and shall be paid to the applicable former holders of Company Options as soon as reasonably practicable after such substantial risk of forfeiture lapses, but in no event later than March 15 of the year following the year in which such substantial risk of forfeiture lapses. At Closing, (x) any Company Options that are unvested as of the Closing shall be cancelled for no consideration pursuant to the Company Plan and (y) any shares of Common Stock outstanding due to early exercise of Company Options that were unvested and which such shares of Common Stock continue to be unvested shall be forfeited in exchange for the original exercise price paid for such shares of Common Stock. (ii) In connection with the Closing, the Company will create a transaction bonus pool which will be in an amount equal to 2.5% of the Merger Consideration and which will be approved prior to Closing by the Company’s Board of Directors and the Stockholders (the “Transaction Bonus Pool”). Eligibility for payments pursuant to the Transaction Bonus Pool will be limited to holders of the Company Options that were unvested and otherwise scheduled to vest in the ordinary course after the Closing Date but on or prior to the last day of the 2026 Calculation Period and which were canceled as of Closing pursuant to Section 2.5(a)(i) (the “Bonus Eligible Options”) who have signed a Transaction Bonus Agreement with the Company prior to Closing (a “Transaction Bonus Agreement”), in each case in the amount equal to each such holder’s pro rata share of the Transaction Bonus Pool (such pro rata share shall be a percentage equal to the quotient of (1) the number of Bonus Eligible Options held by such individual holder divided by (2) the aggregate number of Bonus Eligible Options (such percentage, with respect to any holder, the “Pro Rata Bonus Percentage”)). Unless otherwise provided in the Transaction Bonus Agreement, in the event that any holder of Bonus Eligible Options is terminated or resigns for any reason or no reason at all on or prior to January 1, 2027, then such holder’s Pro Rata Bonus Percentage of the Transaction Bonus Pool shall be forfeited, with any such amounts forfeited due to termination of employment paid to holders of Shares based on such holders’ Pro Rata Portion consistent with Section 2.6(d)(ii), including, for purposes of clarity, any portion of the Initial Transaction Bonus Amount, the 2025 Transaction Bonus Amount and the 2026 Transaction Bonus Amount, as applicable, deducted from the Merger Consideration and attributable to any employer portion of any payroll, employment and similar Taxes with respect to such holders’ forfeited Pro Rata Bonus Percentage of the Transaction Bonus Pool (in addition to any 2026 Performance Amount, if any, such holder may be entitled to hereunder). No later than five (5) Business Days prior to the Closing, the Company shall deliver to Parent a schedule setting forth each holder of Bonus Eligible Options and such holder’s Pro Rata Bonus Percentage. (iii) Prior to the Effective Time, the Company shall take all any actions reasonably necessary and appropriate to provide that, immediately prior to effect the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), transactions contemplated under any stock option plan of this Section 2.5(a)(iii) under the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Plan and all agreements evidencing Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option PaymentOptions.

Company Options. Prior (i) Upon the terms and subject to the Effective Timeconditions set forth in this Agreement, the Company shall take all actions necessary and appropriate to provide that, effective as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or the holders thereof, each unexpired Company Option that is outstanding and unexercised option or similar right immediately prior to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vestedEffective Time, shall be cancelled and, accelerated in exchange therefor, each former holder full. (ii) Effective as of any such cancelled Company Option shall be entitled immediately prior to receive (as promptly as practicable after the Effective Time), in consideration by virtue of the cancellation Merger and without any action on the part of such Parent, Acquisition Sub, the Company, or the holders thereof, each In-The-Money Company Option that remains outstanding and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) unexercised as of an amount equal immediately prior to the product of (A) Effective Time shall be cancelled and extinguished and be converted automatically into the total number of shares right to receive, with respect to each share of Company Common Stock previously subject to such In-The-Money Company Option and Option, upon the terms of this Agreement, an amount in cash, without interest, equal to (BA) the excess, if any, of (1) the Initial Common Consideration Cash Portion over (2) the per share exercise price per share of such In-The-Money Company Option, plus (B) the CVR Portion (collectively, the “Option Consideration”), subject, in each case, to applicable Tax withholdings. The CVR Portion in respect of each In-The-Money Company Option shall be subject to the same terms and conditions as applicable to the CVR Portion in respect of Company Common Stock previously subject generally. (iii) Parent shall cause the Surviving Corporation to pay to the former holder of each such cancelled In-The-Money Company Option, in accordance with its normal payroll processes, as promptly as practicable (and (ii) whether or not there is any excess in no event later than the first payroll date of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and Surviving Corporation after the Effective Time), the foregoing payments to which such holder is entitled pursuant to this Section 2.7(d). For the avoidance of doubt, with respect to any Out-of-The Money Company Option, by virtue of the occurrence of the Effective Time and without any action on the part of Parent, Acquisition Sub, the Company, the Surviving Corporation or the holders thereof, such cancelled Out-of-The Money Company Option shall no longer will automatically terminate and be exercisable by the former holder thereof, but shall only entitle such holder canceled without payment of any consideration to the payment of the Option Payment, holder thereof (and, prior to for the Effective Timeavoidance of doubt, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right also not be eligible to receive the CVR Portion). (iv) The Company shall send a written notice in a form provided in advance, and reasonably acceptable to Parent, to each holder of an outstanding Company Option Paymentin accordance with the Company Stock Plans that shall inform such holder of the treatment of the Company Options, as applicable, provided in this Section 2.7.

Company Options. Prior Each Company Option that is outstanding as of immediately prior to the Effective TimeTime shall accelerate and become fully vested effective immediately prior to, and contingent upon the occurrence of, the Company shall take all actions necessary and appropriate to provide that, Effective Time. Effective as of immediately prior to the Effective Time, each unexpired Company Option that is outstanding and unexercised option immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of the Company, Parent or similar the holder thereof, be canceled and terminated and converted into the right to purchase Company Common Stock receive from the Surviving Corporation the following: (each, a “Company A) with respect to each In the Money Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i1) a payment an amount in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount without interest), if any, equal to the product of obtained by multiplying (Ax) the total aggregate number of shares of Company Common Stock previously subject to Shares underlying such Company In the Money Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, immediately prior to the Effective Time, by (y) an amount equal to (I) the Closing Amount, less (II) the per share exercise price of such In the Money Option (the “Option Closing Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company shall obtain all necessary consents or the Surviving Corporation by the holder of an In the Money Option), plus (2) one CVR with respect to ensure that former holders each Company Share subject to such In the Money Option immediately prior to the Effective Time; (B) with respect to each Out of the Money Option, an amount in cash (without interest), if any, as of each applicable Milestone Notice Date determined by multiplying (1) the aggregate number of Company Options will have Shares underlying such Out of the Money Option immediately prior to the Effective Time by (2) (x) the Per Share Value Paid as of the applicable Milestone Notice Date less (y) the per share exercise price of such Out of the Money Option less (z) any amount previously paid to the former holder of such Out of the Money Option with respect to any previously achieved Milestone (it being understood and agreed that such exercise price shall not actually be paid to the Company or the Surviving Corporation by the holder of an Out of the Money Option and, notwithstanding anything herein to the contrary, whether a Milestone has been achieved shall be determined under the terms and conditions of the CVR Agreement and no rights other amounts shall be payable pursuant to this clause (B) with respect to any Out of the Money Option to the extent neither Milestone is achieved prior to the Milestone Outside Date). For the avoidance of doubt, in no event shall a holder of an Out of the Money Option be entitled to receive in respect of an Out of the Money Option (aa) an aggregate amount in excess of the product of (I) the aggregate Per Share Value Paid in respect of all Milestones less the per share exercise price of such Out of the Money Option and (II) the aggregate number of Company Shares underlying such Out of the Money Option immediately prior to the Effective Time and (bb) any amount in the event the Per Share Value Paid as of the final Milestone Notice Date is equal to or less than the right per share exercise price of such Out of the Money Option; and (C) notwithstanding anything herein to receive the contrary, with respect to each Over $20.00 Out of the Money Option, such Over $20.00 Out of the Money Option Paymentshall be canceled at the Effective Time without any consideration payable therefor.

Company Options. Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to At the Effective Time, each unexpired outstanding Company Option to the extent vested and unexercised option or similar right to purchase under the Company Common Stock (eachEquity Plans, a “Company Option”)shall, under automatically and without any stock option plan required action on the part of the Company (including the Company’s 1998 Stock Compensation Program) or any other planholder thereof, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled and converted into only the right to receive (as promptly as practicable after the Effective Timewithout interest), in consideration subject to the terms and conditions of the cancellation of such Company Option and in settlement thereforthis Section 2.9(a), (i) a payment an amount in cash (subject to any less applicable withholding or other taxes required by applicable Law to be withheld) of an amount Tax withholdings), equal to the product of (A) the total excess, if any, of (1) the Offer Price over (2) the exercise price per share of such Company Option, and (B) the number of shares Shares underlying such Company Option; provided, that if the exercise price per share of Company Common Stock previously subject to such Company Option is equal to or greater than the Offer Price, no cash payment shall be made in respect of such cancellation. The payment, if any, contemplated by this Section 2.9(a) in cancellation and settlement of each outstanding Company Option to the extent vested and unexercised as of the Effective Time (Bgiving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company Option) shall be payable in a lump sum through the Company’s payroll system or by check or other method as reasonably determined by Parent as soon as reasonably practicable after the Effective Time (but no later than the earlier of the second payroll period after the Effective Time or December 31st of the year during which the Effective Time occurs). At the Effective Time, each outstanding Company Option to the extent unvested or unexercisable under the Company Equity Plans (after giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company Option), shall, automatically and without any required action on the part of the holder thereof, be converted into a substitute right or award to receive (without interest), subject to the terms and conditions of this Section 2.9(a), an amount in cash (less applicable Tax withholdings), equal to the product of (A) the excess, if any, of (1) the Initial Common Consideration Offer Price over (2) the exercise price per share of Company Common Stock previously subject to such Company Option, and (iiB) whether or not there is any excess the number of the Initial Common Consideration over Shares underlying such Company Option; provided, that if the exercise price per share of such Company Common Stock previously subject Option is equal to or greater than the Offer Price, no cash payments shall be due with respect to such Company Option. The payment, a number of Common Stock Contingent Value Rights equal if any, contemplated by this Section 2.9(a) with respect to such substitute right or award with respect to each outstanding Company Option to the total number extent unvested or unexercisable as of shares the Effective Time (after giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company Common Stock previously subject to Option) shall be payable (without any crediting of interest for the period from the Effective Time through the date of payment) in a lump sum through the Company’s payroll system or by check or other method as reasonably determined by Parent no less frequently than on a semi-annual basis on or after the date that such Company Option would have otherwise vested and become exercisable in accordance with its terms (and in any event not later than the earlier of (1) December 31st of the year during which such amounts payable hereunder being referred to as vesting date occurs or (2) the “Option Payment”). From and after the Effective Time, date of termination for any such cancelled employee) but only if such conditions to vesting are satisfied prior to such vesting date; provided, that if the employment or service of such grantee of such Company Option shall no longer be exercisable is terminated by the former holder thereofSurviving Corporation or its affiliates prior to such vesting date under conditions that would have accelerated the vesting of such Company Option had it remained outstanding, but then such vesting shall only entitle such holder to the payment be accelerated as of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders date of Company Options will have no rights other than the right to receive the Option Paymentsuch termination of employment or service.

Company Options. Prior (a) Except as provided in Section 3.02(b) hereof and unless otherwise agreed to by the Effective Timeholder of an outstanding option to purchase Shares or other similar interest (collectively, the "Options") granted under any of the Company's stock option plans or under any other plan or arrangement (the "Option Plans"), the Company shall take all actions necessary and appropriate to provide that, immediately prior to upon the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i) a payment an amount in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount in respect thereof, if any, equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (Bi) the excess, if any, of the Initial Common Consideration Per Share Amount over the per Share exercise price per share of Company Common Stock previously subject to such Company Option, thereof and (ii) whether the number of Shares subject thereto (such payment to be net of applicable withholding taxes). The Company shall take all such steps as may be required to cause the transactions contemplated by this Section 3.02 and any other dispositions of its equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or not there is any excess officer of the Initial Common Consideration over Company, to be exempt under Rule 16b-3 promulgated under the exercise price per share of Company Common Stock previously subject Exchange Act, such steps to such Company Optionbe taken in accordance with the No-Action Letter dated January 12, a number of Common Stock Contingent Value Rights equal 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. (b) Notwithstanding the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after foregoing, at the Effective Time, any such cancelled Company Option shall no longer be exercisable to the extent agreed to by Acquisition and the former applicable holder thereof, but shall only entitle such holder to each outstanding Option held by a Participant, whether or not then exercisable or vested (collectively, the payment "Retained Options"), shall, as of the Option PaymentEffective Time, and, prior continue to represent an option to acquire shares of common stock of the Surviving Corporation on the terms agreed to by Acquisition and such Participant. (c) Prior to the Effective Time, the Company shall obtain all amend the terms of its Option Plans as is necessary consents to ensure that former holders give effect to the provisions of Company Options will have no rights other than the right to receive the Option Paymentthis Section 3.02.

Company Options. Prior to Neither Merger Sub nor Parent shall assume any Company Options or substitute for any Company Option any option for Merger Sub or Parent stock, in connection with the Effective TimeOffer, the Company shall take all actions necessary and appropriate to provide that, Merger or any other Transactions. As of immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan conditioned upon the occurrence of the Company (including Effective Time, and without any action on the Company’s 1998 Stock Compensation Program) or part of any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange thereforoptionholder, each former holder Company Option that is outstanding as of any such cancelled immediately prior to the Effective Time shall fully vest and become exercisable, and to the extent not exercised prior to the Effective Time, each Company Option shall be entitled canceled and converted into the right to receive (from the Surviving Corporation, at the Effective Time or as promptly soon as practicable after the Effective Timethereafter (but in no event later than ten (10) Business Days thereafter), in consideration of the cancellation of such Company Option and in settlement thereforOption, (iA) a payment an amount in cash (without interest and subject to deduction for any applicable required withholding Tax as contemplated in Section 2.10), equal to the product of: (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Company Option; and (2) the number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time and (B) one CVR in respect of each share of Company Common Stock underlying such Company Option (clauses (A) and (B) collectively, the “Option Consideration”); provided, however, that if the exercise price per share of any such Company Option is equal to or other taxes required by applicable Law greater than the Cash Amount, but less than $13.00 (any such option, an “Underwater Option”), such Underwater Option shall not be entitled to any payment of the Cash Amount in respect thereof. Each Underwater Option shall be withheld) canceled and converted into the right to receive the CVR included in the Option Consideration with respect to each share of Company Common Stock underlying such Underwater Option, and therefore may become entitled to receive, without interest, at each time a Milestone Payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (Ai) the total number of shares of Company Common Stock underlying such Underwater Option, multiplied by (ii) the amount, if any, by which (A) the Cash Amount plus the amount of such Milestone Payment plus the amount of any other Milestone Payments that previously subject to such Company Option became due and payable under the terms of the CVR Agreement exceeds (B) the excessexercise price per share with respect to such Underwater Option plus the Milestone Payment Amounts (as such term is defined in the CVR Agreement), if any, previously paid pursuant to the CVR Agreement to the former holder of the Initial Common Consideration over such Underwater Option in respect of each CVR granted in respect of such Underwater Option in accordance with this Section 2.6(a); provided further, that if the exercise price per share of any Company Common Stock previously subject to such Company Option, and (ii) whether or not there Option is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to or greater than $13.00, such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such shall be cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, immediately prior to the Effective Time, Time without any payment being made in respect thereof. The terms of the Company shall obtain all necessary consents CVR to ensure that former holders be issued to any holder of Company Options will have no rights other than Options, and the right to receive circumstances in which any Milestone Payment is made in respect thereof, shall be governed solely by the Option PaymentCVR Agreement.