Common use of Company Securities Clause in Contracts

Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled and retired in accordance with Section 5.2(a) and any Dissenting Common Stock (as defined in Section 5.2(c)) shall be converted into the right to receive the Offer Consideration, payable in cash to the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Common Stock") will not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right to receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section 5.2(d) shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving Corporation's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminated.

Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to At the Effective Time that is owned by the Company or any Subsidiary of the Company or by PurchaserTime, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to owned by Purchaser or Merger Sub or held by the Company, all of which shall be canceled cancelled, and retired in accordance with Section 5.2(a) and any other than shares of Dissenting Common Stock (as defined in Section 5.2(chereinafter defined)) shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Offer Considerationper share consideration in the Offer, payable in cash to without interest (the "MERGER CONSIDERATION"). (b) As a result of the Merger and without any action on the part of the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of at the Effective Time, Time all such shares of Common Stock shall no longer cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist exist, and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock (other than Merger Sub, Purchaser and the Company) shall thereafter cease to have any rights with respect theretoto such shares of Common Stock, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shareswithout interest, the Merger Consideration shall be correspondingly adjusted on in accordance with SECTION 5.3 upon the surrender of a per-share basis to reflect certificate or certificates (a "CERTIFICATE") representing such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange shares of sharesCommon Stock. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares Each share of Common Stock that are issued and held in the Company's treasury at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be cancelled and retired without payment of any consideration therefor. (d) All options (individually, an "OPTION" and collectively, the "OPTIONS") outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL under any Company stock option plan (the "Dissenting Common StockSTOCK OPTION PLANS") will ), whether or not then exercisable, shall be exchangeable for the right to receive the Merger Consideration, cancelled and holders each holder of such shares of Dissenting Common Stock an Option will be entitled to receive payment of from the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. IfSurviving Corporation, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right subject to receive an Option, an amount (subject to any applicable withholding tax) in cash equal to the difference between excess, if any, of the Merger Consideration and over the per share exercise price of such Option, without interest. The amounts payable pursuant to this SECTION 5.2(d) shall be paid (i) with respect to shares of Common Stock subject to Options held by employees who are ranked for compensation purposes below the level of corporate vice-president of the Company and by non-employees of the Company or its Subsidiaries who hold Options, at the Effective Time and (ii) with respect to shares of Common Stock subject to Options held by employees who are ranked for compensation purposes at or above such level, at the time or times the Option or portion of an Option will become exercisable in accordance with its terms as in effect on the date hereof (or, to the extent such difference the Option is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At already exercisable at the Effective Time, each payment shall be made at the Effective Time), provided the holder of the Option continues in employment with the Company at the time the payment is due and provided further that the entire amount shall come due and payable if the holder of the Option shall be deemed canceled and terminated without cause prior to the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at first anniversary of the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such OptionTime. All amounts payable pursuant to this Section SECTION 5.2(d) shall be subject to any required all applicable withholding of taxes taxes. The Company shall use its reasonable best efforts to obtain all necessary consents of the holders of Options, provided, however, that the failure of the Company to obtain any one or more of such consents shall have no effect on the Purchaser's and shall be paid without interest. (e) The Surviving CorporationMerger Sub's obligation to make consummate the cash payment described Offer and the Merger and shall not afford any basis for them to assert the condition set forth in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and clause (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation paragraph (d) of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminated.Exhibit A.

Company Securities. (a) Each share of Common Stock At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time that is owned shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (i) $17.50 in cash, without interest thereon (the "Per Share Cash Amount") and (ii) one (1) share of Senior Preferred Stock (as hereinafter defined and, together with the Per Share Cash Amount, the "Merger Consideration"). The persons set forth on the list attached hereto as Exhibit 3.2 shall have the right to elect, by written notice to the Company and the Purchaser prior to the Effective Time, to exchange, in the aggregate, up to the number of shares of Common Stock set forth on Exhibit 3.2 (each share of Common Stock elected to be exchanged, a "Retained Share" and collectively, the "Retained Shares") into the right to receive, in lieu of the Merger Consideration, such number and type of Surviving Corporation securities as shall be determined by the Company or any Subsidiary Purchaser and the electing person prior to the Effective Time (the "Retained Share Merger Consideration"). Purchaser and each electing person shall provide the Company, prior to the Effective Time, with the number of shares of Common Stock for which the person elects to treat as Retained Shares. The persons set forth on the attached Exhibit 3.2 shall be entitled to receive in the aggregate no more than 27.0% of the Company Surviving Corporation's common equity securities whether as Retained Share Merger Consideration or by Purchaserpursuant to Section 3.1. (b) As a result of the Merger and without any action on the part of the holder thereof, Merger Sub or any at the Effective Time, all shares of Common Stock (other Subsidiary of Purchaser than Retained Shares) shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist, and no cash each holder of shares of Common Stock (other than Purchaser and holders of Retained Shares) shall thereafter cease to have any rights with respect to such shares of Common Stock, except the right to receive, without interest, the Merger Consideration in accordance with Section 3.3 upon the surrender of a certificate or other consideration certificates (a "Certificate") representing such shares of Common Stock. At the Effective Time, each Retained Share shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become such number and type of shares of the Surviving Corporation as shall be delivered or deliverable designated on Exhibit 3.2 to be provided by Purchaser to the Company prior to the Effective Time and consented to in exchange thereforwriting by each stockholder listed thereon. (bc) Each share of Common Stock issued and outstanding immediately prior to held in the Company's treasury at the Effective Time (other than shares of Common Stock to be canceled and retired in accordance with Section 5.2(a) and any Dissenting Common Stock (as defined in Section 5.2(c)) shall be converted into the right to receive the Offer Considerationshall, payable in cash to the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As by virtue of the Effective TimeMerger, all such shares of Common Stock shall no longer cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason without payment of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Common Stock") will not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demandsconsideration therefor. (d) Subject For purposes of this Agreement, the term "Option" means each unexercised option, warrant or other security (other than Retained Options, as defined below, but otherwise including any Company Stock Option, as hereafter defined) pursuant to Section 5.3, which the holder thereof has the right to purchase Common Stock from the Company (whether or not such option is vested or exercisable) that is outstanding at the Effective Time, . The term "Company Stock Options" means each holder of a then-outstanding option to purchase shares of Common Stock (a "Company Stock Option") issued under any planthe Company Stock Option Plan (as defined in Section 9.7 hereof), program as amended from time to time. The Company shall use its commercially reasonable efforts to modify or arrangement amend each Company Stock Option Plan or take such other action as may be reasonably necessary or appropriate in order that as of the Company or Effective Time, each Option that by its Subsidiaries terms is exercisable from and after the Effective Time and has an exercise price which is less than $19.25 per share, (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then exercisable (individuallyeach, an "In the Money Option" ") shall be extinguished and collectively, represent at the "Options"), shall, in settlement thereof, Effective Time the right to receive one (1.0) share of Senior Preferred Stock for each share of Common Stock issuable upon exercise of such Option In the right to receive an Money Option, and a cash amount (subject to any applicable withholding tax) in cash equal to the difference between product of (w) the Merger Consideration and excess, if any, of the per share Per Share Cash Amount over the exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Cash Option ConsiderationAmount"). Payment for Options shall be made ) multiplied by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section 5.2(d) shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving Corporation's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the aggregate number of shares of Common Stock issuable upon the exercise in full of such Option Plans shall terminate as of the Effective Time Time; provided, however, that each In the Money Option with an exercise price in excess of the Per Share Cash Amount shall entitle the holder thereof to receive only a number of shares of Senior Preferred Stock equal to the product of (y) a fraction, the numerator of which is equal to $19.25 minus the exercise price and the denominator of which is $1.75 (the initial liquidation preference of the Senior Preferred Stock), multiplied by (z) the aggregate number of shares of Common Stock issuable upon the exercise in full of such Option as of the Effective Time; provided further, that each holder of any In the Money Options shall be entitled to receive cash in lieu of any fractional shares of Senior Preferred Stock held thereby. The Company shall (i) use its commercially reasonable best efforts to obtain any necessary consents from holders of Options to terminate the Company Stock Option Plan; (ii) terminate the Company Stock Option Plan as of the Effective Time; (iii) terminate the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time Time, and (yiv) at and after use its commercially reasonable best efforts to ensure that following the Effective Time no participant in the Company Stock Option Plans Plan or other plans, programs or arrangements of the Company or any of the Subsidiaries shall have any right thereunder to acquire any or participate in changes in value of equity securities of the Company, the Surviving Corporation Corporation, or any Subsidiary thereof of the Subsidiaries. The persons set forth on the list attached as Exhibit 3.2 shall have the right to elect, by notice to the Company and that all the Purchaser prior to the Effective Time, to exchange up to the number of Company Stock Options held by such plans will person and set forth on such Exhibit 3.2 (as agreed by the Purchaser prior to the Effective Time) ("Retained Options") into options to receive shares of the Surviving Corporation's preferred securities. The number of Retained Options and the number of new options for which the Retained Options may be terminatedexchanged, with respect to each person set forth on such Exhibit 3.2, shall be designated on Exhibit 3.2 and consented to in writing by each option holder listed thereon prior to the Effective Time.

Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled and retired in accordance with Section SECTION 5.2(a) and any Dissenting Common Stock (as defined in Section SECTION 5.2(c)) shall be converted into the right to receive the Offer Consideration, payable in cash to the holder thereof, without any interest thereon (the "Merger ConsiderationMERGER CONSIDERATION"), in accordance with Section SECTION 5.3. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Common StockDISSENTING COMMON STOCK") will not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section SECTION 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option PlansSTOCK OPTION PLANS") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then exercisable (individually, an "OptionOPTION" and collectively, the "OptionsOPTIONS"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right to receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option ConsiderationOPTION CONSIDERATION"). Payment for Options shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section SECTION 5.2(d) shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving Corporation's obligation to make the cash payment described in Section SECTION 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminated.

Company Securities. (a) Each At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary Stock, par value $0.01 per share, of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled (the "Common Stock") and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each each share of Common Series A ------------ Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to or Series A Preferred Stock owned by the Purchaser or Merger Sub or held by the Company, all of which shall be canceled and retired in accordance with Section 5.2(a) and any Dissenting Common Stock (as defined provided in Section 5.2(c4.2(c), and other than shares of Dissenting Stock) shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive cash in the Offer Consideration, payable in cash to the holder thereofamount of $0.0001 per share, without any interest thereon (the "Merger Consideration"). -------------------- (b) As a result of the Merger and without any action on the part of the holders thereof, in accordance with Section 5.3. As of at the Effective Time, all such shares of Common Stock and Series A Preferred Stock (collectively, "Stock") shall no longer cease to be outstanding and shall ----- be automatically be cancelled canceled and retired and shall cease to exist exist, and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock (other than Merger Sub, the Purchaser and the Company) shall thereafter cease to have any rights with respect theretoto such shares of Stock, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shareswithout interest, the Merger Consideration shall in accordance with Section 4.3 upon the surrender of a certificate or certificates (a "Certificate") representing such shares of Stock or, with respect to shares of ----------- Dissenting Stock, such rights as may be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesavailable under the DGCL. (c) Notwithstanding any provision Each share of this Agreement to the contrary, if required Stock issued and owned or held by the DGCL but only to Purchaser, Merger Sub or the extent required thereby, shares of Common Stock that are issued and outstanding Company immediately prior to the Effective Time and that are held shall, by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 virtue of the DGCL (the "Dissenting Common Stock") will not Merger, cease to be exchangeable for the right to receive the Merger Consideration, outstanding and holders of such shares of Dissenting Common Stock will shall be entitled to receive automatically canceled and retired without payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demandsconsideration therefor. (d) Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding Each option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries Company's Amended and Restated 1994 Stock Plan (collectively, the "Stock Option PlansPlan") (true and correct copies of which have been provided that, immediately ----------------- prior to Purchaser by the Company)Effective Time, is outstanding, whether or not such options are then vested or exercisable (individuallyeach, an "Option" and and, collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right to receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the Company, subject to ------ ------- accordance with the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section 5.2(d) shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving Corporation's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the partiesPlan, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be been terminated.

Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to At the Effective Time that is owned by the Company or any Subsidiary of the Company or by PurchaserTime, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to owned by Parent, Purchaser or Merger Sub or held by the Company, all of which shall be canceled canceled, and retired in accordance with Section 5.2(a) and any other than the shares of Dissenting Common Stock (as defined in Section 5.2(cSECTION 3.5)) shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Offer Considerationhighest per share consideration paid in the Offer, payable in cash to without interest (the "MERGER CONSIDERATION"). (b) As a result of the Merger and without any action on the part of the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of at the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Common Stock (other than Merger Sub, Purchaser and the Company and other than shares of Dissenting Common Stock) shall thereafter cease to have any rights with respect theretoto such shares of Common Stock, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shareswithout interest, the Merger Consideration shall be correspondingly adjusted on in accordance with this SECTION 3.2 and Section 3.3 upon the surrender of a per-share basis to reflect certificate or certificates (a "CERTIFICATE") representing such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange shares of sharesCommon Stock. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares Each share of Common Stock that are issued and held in the Company's treasury at the Effective Time, or held by Merger Sub, Purchaser or Parent, shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (d) All options (individually, an "OPTION" and collectively, the "OPTIONS") outstanding immediately prior to the Effective Time under any Company stock option plan, including the Marcam Solutions 1997 Stock Plan (the "1997 PLAN") and that are held by holders of such the Marcam Solutions, Inc. 1997 Non-Employee Director Stock Option Plan (the "DIRECTORS PLAN") (the "STOCK OPTION PLANS"), whether or not then exercisable, and all warrants to acquire shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (individually, a "WARRANT" and collectively, the "Dissenting Common StockWARRANTS") will not be exchangeable for the right outstanding immediately prior to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect whether or effectively withdraws or loses such rightnot then exercisable, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable forall rights (individually, at the Effective Timea "PURCHASE RIGHT" and collectively, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d"PURCHASE RIGHTS") Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries Company's 1997 Employee Stock Purchase Plan (collectively, the "Stock Option PlansPURCHASE PLAN") shall be canceled and (true and correct copies i) each holder of which have been provided to Purchaser by an Option or Warrant shall promptly after the Company)Effective Time receive from the Surviving Corporation, whether or not such options are then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such subject to an Option the right to receive or Warrant, whether or not exercisable, an amount (subject to any applicable withholding tax) in cash equal to the difference between excess, if any, of the Merger Consideration and over the per share exercise price of such Option to or Warrant, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Option or Warrant, and (ii) each holder of a Purchase Right shall promptly after the Effective Time receive from the Surviving Corporation the Merger Consideration for each such Purchase Right, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Purchase Right. To the extent that the per share exercise price of any Option or Warrant exceeds the Merger Consideration, at the Effective Time such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options or Warrant shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof of such Option or Warrant shall have no further rights with respect thereto. In additionnot receive or be entitled to receive any consideration from Purchaser, any such Options which are not exercisable at Merger Sub or the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect theretoSurviving Corporation. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts amount payable pursuant to this Section 5.2(dSECTION 3.2(D) shall be subject to any required all applicable withholding of taxes and shall be paid without interest. (e) taxes. The Surviving Corporation's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all actions as may be necessary action prior to effectuate the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminatedforegoing.

Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to At the Effective Time that is owned by the Company or any Subsidiary of the Company or by PurchaserTime, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to owned by Purchaser or Merger Sub or held by the Company, all of which shall be canceled canceled, and retired in accordance with Section 5.2(a) and any other than shares of Dissenting Common Stock (as defined in Section 5.2(chereinafter defined)) shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Offer Considerationper share consideration in the Offer, payable in cash to without interest (the "MERGER CONSIDERATION"). (b) As a result of the Merger and without any action on the part of the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to at the Effective Time represented any such all shares of Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Common Stock (other than Merger Sub, Purchaser and the Company) shall thereafter cease to have any rights with respect theretoto such shares of Common Stock, except the right to receive, without interest, the merger Consideration in accordance with SECTION 5.3 upon the surrender of a certificate or certificates (a "CERTIFICATE") representing such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesStock. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares Each share of Common Stock that are issued and held in the Company's treasury at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (d) All options (individually, an "OPTION" and collectively, the "OPTIONS") outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL under any Company stock option plan (the "Dissenting Common StockSTOCK OPTION PLANS") will ), whether or not then exercisable, shall be exchangeable for the right to receive the Merger Consideration, canceled and holders each holder of such shares of Dissenting Common Stock an Option will be entitled to receive payment of from the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. IfSurviving Corporation, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right subject to receive an Option, an amount (subject to any applicable withholding tax) in cash equal to the difference between excess, if any, of the Merger Consideration and over the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the CompanyOption, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Optionwithout interest. All amounts payable pursuant to this Section SECTION 5.2(d) shall be subject to any required all applicable withholding of taxes taxes. The Company shall use its reasonable best efforts to obtain all necessary consents of the holders of Options, provided, however, that the failure of the Company to obtain any one or more of such consents shall have no effect on the Purchaser's and shall be paid without interest. (e) The Surviving CorporationMerger Sub's obligation to make consummate the cash payment described Offer and the Merger and shall not afford any basis for them to assert the condition set forth in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and clause (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation paragraph (d) of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminated.Exhibit A.

Company Securities. (a) Each At the Effective Time, each share of common stock, par value $0.001 per share (the "Class A Common Stock Stock"), of Company issued and outstanding immediately prior to the Effective Time that is owned shall, by the Company or any Subsidiary virtue of the Company or by PurchaserMerger and without any action on the part of the holder thereof, Merger Sub or any other Subsidiary be converted into the right to receive .1788 shares of Purchaser shall automatically be canceled and retired and shall cease to existcommon stock, and no cash or other consideration shall be delivered or deliverable in exchange thereforpar value (the "SmarTalk Common Stock"), of SmarTalk. (b) Each At the Effective Time, each share of Class B Common Stock Stock, par value $0.001 per share (the "Class B Common Stock"), of Company issued and outstanding immediately prior to the Effective Time (other than shares shall, by virtue of Common Stock to be canceled the Merger and retired in accordance with Section 5.2(a) and without any Dissenting Common Stock (as defined in Section 5.2(c)) shall action on the part of the holder thereof, be converted into the right to receive (i) .1788 shares of SmarTalk Common Stock and (ii) one contingent value right having the Offer Consideration, payable principal terms described in cash to the holder thereof, without any interest thereon Exhibit 4.2(b) (the "Merger ConsiderationContingent Value Right"), in accordance with Section 5.3. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Notwithstanding any provision At the Effective Time, each share of this Agreement to preferred stock, par value $.001 per share (the contrary"Company Preferred Stock"), if required by the DGCL but only to the extent required thereby, shares of Common Stock that are Company issued and outstanding immediately prior to the Effective Time and that are held shall, by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 virtue of the DGCL (Merger and without any action on the "Dissenting Common Stock") will not part of the holder thereof, be exchangeable for converted into the right to receive 70.047 shares of SmarTalk Common Stock. The Class A Common Stock, Class B Common Stock and Company Preferred Stock are sometimes collectively referred to herein as the "Company Stock". (d) As a result of the Merger Considerationand without any action on the part of the holder thereof, at the Effective Time all shares of Company Stock shall cease to be outstanding and shall be canceled and retired, and holders each holder of shares of Company Stock shall thereafter cease to have any rights with respect to such shares of Dissenting Company Stock, except the right to receive at the Effective Time, without interest, the SmarTalk Common Stock will be entitled to receive payment of the appraised value of such and cash for fractional shares of SmarTalk Common Stock in accordance with Sections 4.3(b) and 4.3(e) upon the provisions surrender of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, a certificate ("Certificate") representing such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right to receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section 5.2(d) shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving CorporationEach share of Company Stock issued and held in Company's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of treasury at the Effective Time and the provisions in any other planshall, program or arrangement providing for the issuance or grant of any other interest in respect by virtue of the capital stock of the Company or any Subsidiary thereof Merger, cease to be outstanding and shall be canceled as and retired without payment of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminatedconsideration therefor.

Company Securities. (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser shall automatically be canceled and 8 13 retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled and retired in accordance with Section 5.2(a) and any Dissenting Common Stock (as defined in Section 5.2(c)) shall be converted into the right to receive the Offer Consideration, payable in cash to the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Common Stock") will not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section 5.3, at the Effective Time, each holder of (other than Stevxx X. Xxxxxxx, Xxvix XxXxxx, Xxllxxx X. Xxxlxxx, Xxxx Xxx Den Berg, xxd John X. Xxxx (xxllectively the "Senior Executives"))of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such options are then vested or exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement respect of the cancellation thereof, receive for each share of Common Stock issuable upon exercise of subject to such Option the right to receive an amount (subject to any applicable withholding tax) in cash equal to the difference between excess, if any, of (i) the Merger Consideration and Consideration, over (ii) the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the Company, subject to the terms and conditions of this AgreementAgreement and the provisions of the applicable Stock Option Plan, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section 5.2(d) shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving Corporation's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminated.after

Company Securities. (a) Each At the Effective Time, all of the shares of common stock $1.00 par value per share of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time that shall, by virtue of the Merger and without any action on part of the holder thereof, be converted into seven million six hundred thousand (7,600,000) shares (the "Merger Consideration") of Parent Common Stock, $0.01 par value per share ("Parent Common Stock"). Set forth on Schedule 4.2(A) attached hereto is owned by an allocation of the Company or any Subsidiary Merger Consideration among the shareholders of the Company. The Shareholder and the other shareholders of the Company or by Purchaser, (collectively the "Company Shareholders") will prior to the Schedule Delivery Date authorize and direct the Merger Sub or and the Parent to pay and/or deliver the Merger Consideration in accordance with the allocation set forth on such Schedule. (b) As a result of the Merger and without any other Subsidiary action on the part of Purchaser the holder thereof, at the Effective Time all shares of Company Common Stock shall automatically cease to be canceled outstanding and shall be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each share each holder of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled and retired in accordance with Section 5.2(a) and any Dissenting Common Stock (as defined in Section 5.2(c)) shall be converted into the right to receive the Offer Consideration, payable in cash to the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each holder of a Certificate (as defined below) which immediately prior to the Effective Time represented any such shares of Common Stock shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive, without interest, the Parent Common Stock upon the surrender of a certificate (a "Company Certificate") representing such Certificates as provided in Section 5.3, the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesStock. (c) Notwithstanding any provision Each share of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Company Common Stock that are issued and outstanding immediately prior to held in Company's treasury at the Effective Time and that are held shall, by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 virtue of the DGCL (the "Dissenting Common Stock") will not Merger, cease to be exchangeable for the right to receive the Merger Consideration, outstanding and holders of such shares of Dissenting Common Stock will shall be entitled to receive cancelled and retired without payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demandsconsideration therefor. (d) Subject to Section 5.3, at the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company or its Subsidiaries (collectively, the "Stock Option Plans") (true and correct copies of which have been provided to Purchaser by the Company), whether or not such All options are then exercisable (individually, an a "Company Option" and collectively, the "Company Options"), shall, in settlement thereof, receive for each share of Common Stock issuable upon exercise of such Option the right to receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Payment for Options shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Merger. At the Effective Time, each Option shall be deemed canceled and the holder thereof shall have no further rights with respect thereto. In addition, any such Options which are not exercisable outstanding at the Effective Time shall be deemed canceled and each holder thereof shall have no further rights with respect thereto. The surrender of an under any Company stock option plan (the "Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. All amounts payable pursuant to this Section 5.2(dPlans") shall be subject to any required withholding of taxes and shall be paid without interest. (e) The Surviving Corporation's obligation to make the cash payment described in Section 5.2(d): (i) shall be subject to obtaining from optionees any necessary consents to the cancellation of the applicable Options, and agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (ii) shall not require any action that violates any of the Stock Option Plans. Except as otherwise may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate cancelled as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and that all such plans will be terminatedTime.