Common use of Company Stock Based Plans Clause in Contracts

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares (a “Company Option”), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (y) the Exchange Ratio at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5), contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, as the case may be, the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each such right shall be subject to the same terms and conditions as were applicable to the rights under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall cause to be effectuated the provisions of this Section 4.4(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms of the Company Stock Plans). (d) At or prior to the Effective Time, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior to Closing such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in Section 4.4(a).

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares other than rights granted under the ESPP (a “Company Option”) under the Company Compensation and Benefit Plans identified in Section 5.1(h)(i) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued (the “Company Stock Plans”), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (xi) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (yii) the Exchange Ratio Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise option price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following At or prior to the Effective Time, each the Company Option shall continue adopt such amendments to the Company Stock Plans, the board of directors of the Company shall adopt such resolutions, and the Company shall otherwise take all actions, as are necessary to effectuate the provisions of this Section 4.6(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans other than the ESPP pursuant to this Section 4.6, including the issuance (subject to Section 4.6(d)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.6. (b) Each Company Share subject to a restricted stock agreement under the Company Stock Plans (“Company Restricted Stock”) and that was issued or issuable as of the date hereof shall be governed by the same terms fully vested and conditions as were applicable under such Company Option no longer subject to forfeiture immediately prior to the Effective Time. (b) Time and shall be converted into the right to receive the Merger Consideration as provided in Section 4.1(a). At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5)kind, contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options Options, rights granted under the ESPP and Company Restricted Stock (the “Company Awards”), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, as the case may be, of the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (xi) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (yii) the Exchange Ratio. Except , if any such Company Award provided for an exercise price, such exercise price shall be adjusted as specifically provided abovein Section 4.6(a) with respect to Company Options, following the Effective Time, and each such right shall otherwise be subject to the same terms and conditions as were applicable to the rights such right under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective TimePlan. At or prior to the Effective Time, the Company shall cause adopt such amendments to be effectuated the Company Stock Plans, the board of directors of the Company shall adopt such resolutions, and the Company shall otherwise take all actions, as are necessary to effectuate the provisions of this Section 4.4(b4.6(b). (c) As soon as reasonably practicable (but not more than five (5) days) after following the Effective Timedate of this Agreement, Parent shallthe Board of Directors of the Company, or, if appropriate, any committee of the Board of Directors of the Company responsible for administering the Company’s Employee Stock Purchase Plan (the “ESPP”), shall adopt such resolutions or take such other actions (including, if appropriate, amending the terms of the ESPP) as may be required to provide that (i) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement during the period commencing on the date hereof and concluding on March 31, 2007; (ii) any outstanding rights to purchase shares of Company Common Stock under the ESPP shall terminate on the close of business on the Business Day immediately prior to the Closing Date; provided, however, that immediately prior to the termination of such rights, all amounts allocated to each participant’s account under the ESPP as of such date shall thereupon be used to purchase whole shares of Company Common Stock at a price to be determined in accordance with the terms of the ESPP (with the closing price of Company Common Stock on the last trading day immediately prior to the Closing Date being deemed to be the quarter-end closing price of Company Common Stock for this purpose) and each participant with any such outstanding rights shall be afforded with a reasonable opportunity to make an Election with respect to such shares of Company Common Stock; and (iii) the ESPP shall be terminated immediately following the purchases of Company Common Stock on the Business Day immediately prior to the Closing Date. Except as set forth in this Section 4.6(c), each current and/or future participant in the ESPP shall be entitled to participate in accordance with its terms in effect on the date hereof (as amended to the extent required by this Section 4.6(c)). (d) If registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), Parent shall file with the Securities and Exchange Commission (the “SEC”) ), as soon as practicable following the Effective Time, a registration statement on Form S-8 (or any successor form), or another appropriate form ) with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following such filing and to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms of the Company Stock Plans). (de) At or prior to Without limiting the Effective Timeapplicability of the preceding paragraph, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and the Surviving Corporation will not be bound at the Effective Time by any options, or other rights, awards or arrangements under the Company Stock Plans that would entitle any Person after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver beneficially own any Company Shares or other capital stock of the Company to receive any Person pursuant to or payments in settlement of Company Options or Company Awardsrespect thereof, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with Time, the terms Company shall adopt such amendments to the Company Stock Plans, the board of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors directors of the Company has taken or may take prior to Closing shall adopt such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereofresolutions, and (ii) the Company shall otherwise take all actions, as are necessary to provide for net or cashless exercise effectuate the provisions of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in this Section 4.4(a4.6(e).

Company Stock Based Plans. (a) At The Company agrees that prior to the Effective TimeOffer Closing Date, the Board of Directors of the Company (or, if appropriate, any committee administering the applicable Company Stock Plan) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the following: (i) each outstanding unexercised option to purchase Company Shares (a “Company Option”), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to the Company Option that is outstanding immediately prior to the Effective Time Offer Closing Date under a Company Compensation and Benefit Plan identified in Section 5.1(h) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued (y) the Exchange Ratio at “Company Stock Plans”), shall be canceled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an exercise price per share (rounded up to the nearest whole cent) amount in cash equal to (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per Company Share of subject to such Company Option immediately prior to the Effective Time divided Option, multiplied by (B) the Exchange Ratio; provided, however, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5), contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, as the case may be, the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award Option immediately prior to the Effective Time and Offer Closing Date (y) the Exchange Ratio. Except whether vested or unvested), which amount shall be payable to such holder at or as specifically provided above, soon as practicable following the Effective TimeOffer Closing Date (and in any event within five (5) Business Days); (ii) at the Offer Closing Date, all forfeiture restrictions on the Company Restricted Shares will lapse and they will be treated in the same manner as other outstanding Company Shares; (iii) at the Offer Closing Date, each such right shall be subject to the same terms and conditions as were applicable to the rights under the relevant Company Common Stock Plan or other Company Compensation and Benefit Plan Unit that is outstanding immediately prior to the Effective Time. At or Offer Closing Date shall be canceled, with the holder of such Common Stock Unit becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to the Offer Price multiplied by the maximum number of Company Shares subject to such Common Stock Unit immediately prior to the Effective TimeOffer Closing Date, which amount shall be payable to such holder at or as soon as practicable following the Company Offer Closing Date (and in any event within five (5) Business Days); (b) All amounts payable pursuant to this Section 4.5 shall cause be paid without interest. Any Person making a payment pursuant to this Section 4.5 shall be effectuated entitled to deduct and withhold from that payment such amounts as the provisions payor is required to deduct and withhold with respect to the making of such payment under the Code or any other Law. To the extent that amounts are so withheld and paid over by any Person pursuant to this Section 4.5 to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person entitled to payment under this Section 4.4(b)4.5 in respect of which such deduction and withholding was made by a Person pursuant to this Section 4.5. (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if registration For purposes of any interests award under a Company Stock Plan for which vesting is based on the Company’s or the award recipient’s performance for a fiscal period of which only a portion is complete as of the Closing (a “Performance Award”), vesting pursuant to Section 4.5(a) shall be determined based on the number of Company Shares which would otherwise vest in accordance with such award upon the achievement of the “Budget” level at 100% of the stated performance goal (excluding any additional Company Shares which would vest or which would be required to be issued upon the achievement of any performance goal in excess of the “Budget” level at 100%, as specified in the Company Stock Plans or other Company Compensation and Benefit Plans or award). Notwithstanding the shares foregoing, any holder of Parent Common Stock issuable thereunder a Performance Award who is required under also a participant in the Securities Act of 1933, as amended Company’s Senior Executive Change in Control Severance Plan (the “Securities ActCIC Plan”), file shall be entitled to receive an additional amount in cash equal to (x) the amount such person would have received in cash pursuant to the terms of this Section 4.5 if the performance goal resulting in 125% of the award being earned at the “Aspiration” level under such Performance Award had been met, less (y) all amounts otherwise paid to such person with respect to the Securities and Exchange Commission Performance Award (the “SECAward Balance”) a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to maintain in the effectiveness of such registration statement for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating event that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject person becomes entitled to the adjustments required by this Section 4.4 after giving effect to the Merger and payment of severance under the terms of the Company Stock Plans). (d) At or prior CIC Plan. Any holder of a Performance Award who does not receive the Award Balance pursuant to the Effective Time, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company immediately preceding sentence shall be deemed to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior to Closing such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive such holder’s respective Award Balance if such person remains employed by the Merger Consideration Company for a period of one year following the Closing Date, or earlier if such holder’s employment is terminated by the Company without Cause (as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided defined in Section 4.4(a6.12(a) hereof).

Company Stock Based Plans. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each outstanding option award of options to purchase shares of Company Shares Stock that is outstanding immediately prior to the Effective Time (a “Company OptionStock Option Award”), regardless of whether vested or unvested, shall be converted into cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option Award as soon as practicable following the Effective Time, but in no event later than five (5) Business Days thereafter, by a payroll payment an option amount in cash (without interest, and subject to acquire a deduction for any required withholding Tax) equal to the product of (i) the excess of the Per Share Cash Value over the exercise price per share of Company Stock underlying such Company Stock Option Award multiplied by (ii) the number of shares of Company Stock underlying such Company Stock Option Award; provided, that Parent Common Stock may, in its sole discretion, cause the Exchange Agent, on behalf of the Surviving Corporation, to make the payments described in this Section 2.09(a) rather than the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holders hereof, each Company RSU Award and Company Performance Share Award that is outstanding and (x) is vested as of immediately prior to the Effective Time, (y) that vests as a result of the consummation of the Transactions, or (z) that is held by any non-employee member of the Company Board (a “Company Vested Award”), shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Vested Award as soon as practicable following the Effective Time, but in no event later than five (5) Business Days thereafter, by a payroll payment an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product (rounded down to the nearest whole number) of (xi) the Per Share Cash Value multiplied by (ii) the number of shares of Company Shares subject Stock underlying such Company Vested Award; provided, that Parent may, in its sole discretion, cause the Exchange Agent, on behalf of the Surviving Corporation, to make the payments described in this Section 2.09(b) rather than the Surviving Corporation. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Company Option RSU Award that is outstanding as of immediately prior to the Effective Time and is not a Company Vested Award shall be assumed by Parent and converted into restricted share units (yeach, an “Adjusted RSU Award”) representing the right to receive, on the same terms and conditions as were applicable under such Company RSU Award, that number of Parent Common Shares equal to the product of (i) the Exchange Ratio at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per number of shares of Company Share of Stock underlying such Company Option RSU Award immediately prior to the Effective Time multiplied by (ii) the quotient of (A) the Per Share Cash Value divided by (B) the Parent Average Closing Price (the “Equity Award Exchange Ratio; provided”), however, with any fractional shares rounded down to the exercise price and the nearest lower whole number of shares shares. Except as specifically provided above, following the Effective Time, each Adjusted RSU Award shall continue to be governed by the terms and conditions applicable to the corresponding Company RSU Award immediately prior to the Effective Time, including all time-based vesting conditions. The number of Parent Common Stock purchasable pursuant to Company Options shall Shares underlying any such Adjusted RSU Award will be determined in a manner consistent with the requirements of Section 409A of the Code; provided. (d) At the Effective Time, furtherby virtue of the Merger and without any action on the part of the holders thereof, each Company Performance Share Award that is outstanding immediately prior to the Effective Time and is not a Company Vested Award shall be assumed by Parent and converted into performance shares (each, an “Adjusted Performance Share Award”) representing the right to receive, on the same terms and conditions as were applicable under such Company Performance Share Award, that in number of Parent Common Shares equal to the case product of any Company Option to which Section 422 of the Code applies, the exercise price, (i) the number of shares of Parent Common Company Stock purchasable pursuant underlying such Company Performance Share Award immediately prior to such option and the terms and conditions of exercise of such option Effective Time (which shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) 100% of the Codetarget number of shares of Company Stock set forth in the applicable award agreement governing the Company Performance Share Award) multiplied by (ii) the Equity Award Exchange Ratio, with any fractional shares rounded down to the nearest lower whole number of shares. Except as specifically provided above, following the Effective Time, each Company Option Adjusted Performance Share Award shall continue to be governed by the same terms and conditions as were applicable under such to the corresponding Company Option Performance Share Award immediately prior to the Effective Time, including all time-based vesting conditions; provided, that each Adjusted Performance Share Award shall only be subject to time-based vesting provisions following the Effective Time. The number of Parent Common Shares underlying any such Adjusted Performance Share Award will be determined in a manner consistent with the requirements of Section 409A of the Code. (be) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5), contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, as the case may be, the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically otherwise provided abovein this Agreement, following the Effective Time, each such right shall be subject to the same terms and conditions as were applicable to the rights under the relevant no holder of a Company Stock Option Award, Company RSU Award or Company Performance Share Award or any participant in a Company Plan or other Company Compensation and Benefit Plan immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall cause to be effectuated the provisions of this Section 4.4(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms employee benefit arrangement of the Company Stock Plans). (d) At or prior to the Effective Time, the Company, the Board any of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicableits Subsidiaries or under any employment agreement, shall adopt have any resolutions and take right hereunder to acquire any actions which are necessary to effectuate the provisions of Sections 4.4(acapital stock or other equity interests (including any “phantom” stock or stock appreciation rights) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor in the Surviving Corporation will be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d)its Subsidiaries. (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior to Closing such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in Section 4.4(a).

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares (a “"Company Option”") under the Company Compensation and Benefit Plans identified in Section 5.1(b) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued or benefits measured by the value of Company Shares may be obtained (the "Company Stock Plans"), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (x) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (y) the Exchange Ratio Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt appropriate amendments to the Company Stock Plans, if necessary, and the Board of Directors of the Company shall adopt appropriate resolutions, if necessary, to effectuate the provisions of this Section 4.4(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans pursuant to this Section 4.4, including the issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5)kind, contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options and outstanding performance shares (the “"Company Awards”"), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, of (as the case may be, ) the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, and each such right shall otherwise be subject to the same terms and conditions as were applicable to the rights such right under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective TimePlan. At or prior to the Effective Time, the Company shall cause adopt appropriate amendments to be effectuated the Company Stock Plans, if necessary, and the Board of Directors of the Company shall adopt appropriate resolutions, if necessary, to effectuate the provisions of this Section 4.4(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if If registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “"Securities Act”"), Parent shall file with the Securities and Exchange Commission (the “"SEC”) "), by the business day following the Effective Time, a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and or Parent Common Stock Stock, and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement (and to maintain the current status of the prospectus or prospectuses contained therein and comply with any applicable state securities or "blue sky" laws) for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder (and compliance with any such state laws) continues to be required. As soon as reasonably practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards by any permissible method appropriate notices setting forth such holders’ ' rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on accordance with the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms of the Company Stock Plans)applicable terms. (d) At or prior to Without limiting the Effective Timeapplicability of the preceding paragraph, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and the Surviving Corporation will not be bound at the Effective Time by any options, or other rights, awards or arrangements under the Company Stock Plans that would entitle any Person after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver beneficially own any Company Shares or other capital stock of to receive any payments in respect thereof, and at or prior to the Effective Time, the Company shall adopt appropriate amendments to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan , if necessary, and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior shall adopt appropriate resolutions, if applicable, to Closing such action as may be required (i) to fully vest as effectuate the provisions of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in this Section 4.4(a4.5(d).

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares (a “Company Option”)) under the Company Stock Plans, whether vested or unvested, shall be converted into cancelled and shall only entitle the holder thereof to receive, as promptly as reasonably practicable following the Effective Time, an option to acquire a number of shares of Parent Common Stock amount in cash equal to (i) the product (rounded down to the nearest whole number) of (x) the total number of Company Shares subject to the Company Option (whether vested or unvested) immediately prior to the Effective Time and (y) the Exchange Ratio at an excess, if any, of the Merger Consideration over the exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior Option, less (ii) the amount of any applicable Taxes required to the Effective Timebe withheld with respect to such payment. (b) At the Effective Time, each right of any kind (other than restricted Company Warrants, which are the subject of Section 4.5), contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or Share reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company AwardsRestricted Share”), shall be deemed cancelled and shall only entitle the holder thereof to be converted into the right to acquire or receive, or receive benefits measured by as promptly as reasonably practicable after the value ofEffective Time, as the case may be, the number of shares of Parent Common Stock an amount in cash equal to (i) the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award Restricted Share immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided aboveMerger Consideration, following less (ii) the Effective Time, each such right shall be subject to the same terms and conditions as were amount of any applicable to the rights under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall cause Taxes required to be effectuated the provisions of this Section 4.4(b)withheld with respect to such payment. (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms of the Company Stock Plans). (d) At or prior to the Effective Time, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(athis Section 4.4, including causing the Company to use its commercially reasonable efforts to obtain the acknowledgements of all holders of Company Options (provided that the Company shall obtain acknowledgements from all directors of the Company) and 4.4(b)to the treatment under this Section 4.4. Parent Subject to the immediately preceding sentence, the Company shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Restricted Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to after the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan terminationTime. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior to Closing such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in Section 4.4(a).

Company Stock Based Plans. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each outstanding option award of options to purchase shares of Company Shares Stock that is outstanding immediately prior to the Effective Time (a “Company OptionStock Option Award”), regardless of whether vested or unvested, shall be converted into cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option Award as soon as practicable following the Effective Time, but in no event later than five (5) Business Days thereafter, by a payroll payment an option amount in cash (without interest, and subject to acquire a number of shares of Parent Common Stock deduction for any required withholding Tax) equal to the product (rounded down to the nearest whole number) of (xi) the number excess of Company Shares subject to the Company Option immediately prior to Merger Consideration over the Effective Time and (y) the Exchange Ratio at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per of Company Share of Stock underlying such Company Stock Option immediately prior to the Effective Time divided Award multiplied by (Bii) the Exchange Ratio; provided, however, the exercise price and the number of shares of Parent Common Company Stock purchasable pursuant to underlying such Company Options shall be determined in a manner consistent with the requirements of Section 409A of the CodeStock Option Award; provided, furtherthat Parent may, that in its sole discretion, cause the case of any Company Option to which Section 422 Paying Agent, on behalf of the Code appliesSurviving Corporation, to make the exercise price, payments described in this Section 2.08(a) rather than the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective TimeSurviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holders hereof, each right Company RSU Award and Company Performance Share Award that is outstanding immediately prior to the Effective Time, regardless of any kind (other than Company Warrants, which are the subject of Section 4.5), contingent whether vested or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”)unvested, shall be deemed cancelled and, in exchange therefor, the Surviving Corporation shall pay to be converted into each former holder of any such cancelled Company RSU Award or Company Performance Share Award as soon as practicable following the right Effective Time, but in no event later than five (5) Business Days thereafter, by a payroll payment an amount in cash (without interest, and subject to acquire or receive, or receive benefits measured deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration multiplied by the value of, as the case may be, (ii) the number of shares of Parent Common Company Stock equal underlying such Company RSU Award or Company Performance Share Award (which shall be 100% of any portion of the Company Performance Share Award for which the applicable performance-based vesting criteria previously have been met and 100% of the target number of shares of Company Stock set forth in the applicable award agreement governing the Company Performance Share Award as applied to any portion of the Company Performance Share Award that remains subject to performance-based vesting criteria, in each case to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to extent such Company Award portion is outstanding immediately prior to the Effective Time and Time); provided, that Parent may, in its sole discretion, cause the Paying Agent, on behalf of the Surviving Corporation, to make the payments described in this Section 2.08(b) rather than the Surviving Corporation. (yc) the Exchange Ratio. Except as specifically otherwise provided abovein this Agreement, following the Effective Time, each such right shall be subject to the same terms and conditions as were applicable to the rights under the relevant no holder of a Company Stock Option Award, Company RSU Award or Company Performance Share Award or any participant in a Company Plan or other Company Compensation and Benefit Plan immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall cause to be effectuated the provisions of this Section 4.4(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms employee benefit arrangement of the Company Stock Plans). (d) At or prior to the Effective Time, the Company, the Board any of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicableits Subsidiaries or under any employment agreement, shall adopt have any resolutions and take right hereunder to acquire any actions which are necessary to effectuate the provisions of Sections 4.4(acapital stock or other equity interests (including any “phantom” stock or stock appreciation rights) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor in the Surviving Corporation will be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d)its Subsidiaries. (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior to Closing such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in Section 4.4(a).

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares (a “"Company Option”") under the Company Compensation and Benefit Plans identified in Section 5.1(b) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued or benefits measured by the value of Company Shares may be obtained (the "Company Stock Plans"), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (x) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (y) the Exchange Ratio Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt appropriate amendments to the Company Stock Plans, if necessary, and the Board of Directors of the Company shall adopt appropriate resolutions, if necessary, to effectuate the provisions of this Section 4.4(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans pursuant to this Section 4.4, including the issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5)kind, contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of -7- Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options and outstanding performance shares (the “"Company Awards”"), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, of (as the case may be, ) the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, and each such right shall otherwise be subject to the same terms and conditions as were applicable to the rights such right under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective TimePlan. At or prior to the Effective Time, the Company shall cause adopt appropriate amendments to be effectuated the Company Stock Plans, if necessary, and the Board of Directors of the Company shall adopt appropriate resolutions, if necessary, to effectuate the provisions of this Section 4.4(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if If registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “"Securities Act”"), Parent shall file with the Securities and Exchange Commission (the “"SEC”) "), by the business day following the Effective Time, a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and or Parent Common Stock Stock, and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement (and to maintain the current status of the prospectus or prospectuses contained therein and comply with any applicable state securities or "blue sky" laws) for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder (and compliance with any such state laws) continues to be required. As soon as reasonably practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards by any permissible method appropriate notices setting forth such holders’ ' rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on accordance with the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms of the Company Stock Plans)applicable terms. (d) At or prior to Without limiting the Effective Timeapplicability of the preceding paragraph, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and the Surviving Corporation will not be bound at the Effective Time by any options, or other rights, awards or arrangements under the Company Stock Plans that would entitle any Person after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver beneficially own any Company Shares or other capital stock of to receive any payments in respect thereof, and at or prior to the Effective Time, the Company shall adopt appropriate amendments to any Person pursuant to or in settlement of Company Options or Company Awards, and all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company shall be deemed to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan , if necessary, and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior shall adopt appropriate resolutions, if applicable, to Closing such action as may be required (i) to fully vest as effectuate the provisions of or prior to the Closing all Company Options and Company Awards outstanding as of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Company Awards shall be outstanding as of the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in this Section 4.4(a4.5(d).

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares (a “Company Option”) under the Company’s stock-based benefit plans and under individual employment agreements to which the Company is a party (the “Company Stock Plans ”), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (x) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (y) the Exchange Ratio Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt appropriate amendments to the Company Stock Plans, if applicable, and the Board of Directors of the Company shall adopt appropriate resolutions, if applicable, to effectuate the provisions of this Section 4.5(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans pursuant to this Section 4.5, including the reservation, issuance (subject to Section 4.5(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.5. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5)kind, contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, of (as the case may be, ) the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, and each such right shall otherwise be subject to the same terms and conditions as were applicable to the rights such right under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective TimePlan. At or prior to the Effective Time, the Company shall cause adopt appropriate amendments to be effectuated the Company Stock Plans and such Compensation and Benefits Plans, if applicable, and the Board of Directors of the Company shall adopt appropriate resolutions, if applicable, to effectuate the provisions of this Section 4.4(b4.5(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if If registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), Parent shall file with the Securities and Exchange Commission (the “SEC”) prior to the Effective Time a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor form), or another appropriate form with respect to such interests and or Parent Common Stock Stock, and shall use its reasonable best efforts to have such registration statement declared effective by the SEC as of the Effective Time and to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein and comply with any applicable state securities or “blue sky” laws) for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder (and compliance with any such state laws) continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 4.5 after giving effect to the Merger and the terms of the Company Stock Plans). (d) At or prior to Without limiting the Effective Timeapplicability of the preceding paragraph, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will not be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company AwardsAwards after the Effective Time. At or prior to the Effective Time, and the Company shall adopt appropriate amendments to all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company, if applicable, and the Board of Directors of the Company shall be deemed adopt appropriate resolutions, if applicable, to be amended to be in conformity with effectuate the provisions of this Section 4.4(d4.5(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken (or may take prior to Closing such action as may be required (i) to fully vest as of or prior a committee thereof to the Closing extent applicable) shall take all necessary actions to ensure that the terms of the Company Options and Company Awards then outstanding as under each Company Stock Plan are equitably adjusted to take into account the payment of the date hereofSpecial Dividend pursuant to Section 6.18 of this Agreement, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from applicable performance goals with respect to Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Options, Company Awards shall be outstanding as of and other Company compensation are, if impacted by the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2Special Dividend, and Company Options not exercised will be assumed as provided in Section 4.4(a)equitably adjusted.

Company Stock Based Plans. (a) At As of the Effective Time, each then-outstanding option to purchase Company Shares (a “Company Option”), whether vested or unvested, shall will be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (xi) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (yii) the Option Exchange Ratio Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share of such that Company Option immediately prior to the Effective Time Time, divided by (B) the Option Exchange Ratio; provided, however, provided that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall will be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, price and the number of shares of Parent Common Stock purchasable pursuant to such the option and the terms and conditions of exercise of such option shall will be determined in accordance with the foregoing, subject to such those adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, above following the Effective Time, each converted Company Option shall will continue to be governed by the same terms and conditions as were applicable under such the Company Option immediately prior to the Effective Time. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5), contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”), shall be deemed to Award will be converted into the right to acquire or receiveacquire, or receive benefits measured by the value of, as the case may be, of the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (xi) the number of Company Shares subject to such Company Award (or the number of Company Shares with respect to which the Company Award is denominated) immediately prior to the Effective Time and (yii) the Option Exchange Ratio. Except as specifically provided above, following the Effective Time, and each such right shall will otherwise be subject to the same terms and conditions as were applicable to the rights that right under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall cause to be effectuated the provisions of this Section 4.4(b)Plan. (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or any successor form), or another appropriate form with respect to such interests and Parent Common Stock and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 after giving effect to the Merger and the terms of the Company Stock Plans). (d) At or prior to the Effective Time, the Company, the ’s Board of Directors of the Company and the compensation (or a committee of the Board of Directors of thereof) will adopt amendments to, or make determinations with respect to, the Company’s stock-based plans, as applicableindividual agreements evidencing the grant of Company Awards or Company Options, shall adopt any resolutions and take any actions which are necessary Company Compensation and Benefit Plans, if necessary, to effectuate implement the provisions of Sections 4.4(athis Section 5.4. (d) and 4.4(b). Parent shall will take all actions which as are necessary for the assumption of the Company’s stock-based plans and the individual agreements of the Company or any of its Subsidiaries evidencing the grant of Company Options and or Company Awards pursuant to Sections 4.4(a) and 4.4(b) this Section 5.4, including the reservation, issuance (subject to this Section 4.4(c5.4(d)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.45.4. The If registration of any interests in the Company’s stock-based plans or individual agreements evidencing the grant of Company shall take all necessary action Options or Company Awards or the shares of Parent Common Stock issuable thereunder is required under the Securities Act, Parent will file with the SEC, prior to ensure that from and after the Effective Time, a registration statement on Form S-8 (or any successor form) with respect to those interests or Parent Common Stock, will cause the registration statement to be effective as of the Effective Time neither Parent nor and will use reasonable best efforts to maintain the Surviving Corporation will be required to deliver Company Shares or other capital stock effectiveness of the Company registration statement (and to maintain the current status of the prospectus or prospectuses contained in that registration statement and comply with any Person pursuant to applicable state securities or in settlement of “blue sky” laws) for so long as the relevant converted Company Options or Company Awards, as applicable, remain outstanding and all Company the registration of interests or the shares of Parent Common Stock Plans or other Company Compensation issuable thereunder (and Benefits Plans conferring compliance with any rights to Company Shares or other capital stock of the Company shall be deemed state laws) continues to be amended to be in conformity with this Section 4.4(d). (e) The Company shall take all actions necessary to cause required. Promptly after the Company’s Employee Stock Purchase Plan to terminate at or prior Closing, Parent will deliver to the Effective Time in accordance with the terms holders of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken or may take prior to Closing such action as may be required (i) to fully vest as of or prior to the Closing all Company Options and Company Awards outstanding as appropriate notices setting forth the holders’ rights pursuant to the respective Company stock-based plans and agreements evidencing the grant of the date hereof, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such and stating that any Tax withholding is satisfied from Company Shares underlying such the Company Options and Company Awards. Company Shares purchased upon exercise of Company Options Awards and Company Shares delivered upon vesting of Company Awards shall be outstanding as agreements have been assumed by Parent and will continue in effect on the same terms and conditions subject to the adjustments provided for in this Section 5.4 and after giving effect to the Merger and the terms of the Effective Time Company’s stock-based plans and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2, and Company Options not exercised will be assumed as provided in Section 4.4(a)applicable agreements.

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares (a “Company Option”) under the Company’s stock-based benefit plans and under individual employment agreements to which the Company is a party (the “Company Stock Plans “), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (x) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (y) the Exchange Ratio Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price, price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt appropriate amendments to the Company Stock Plans, if applicable, and the Board of Directors of the Company shall adopt appropriate resolutions, if applicable, to effectuate the provisions of this Section 4.5(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans pursuant to this Section 4.5, including the reservation, issuance (subject to Section 4.5(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.5. (b) At the Effective Time, each right of any kind (other than Company Warrants, which are the subject of Section 4.5)kind, contingent or accrued, to acquire or receive Company Shares or benefits measured by the value of Company Shares, and each award of any kind consisting of Company Shares that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plans and any other Company Compensation and Benefits Plans, other than Company Options (the “Company Awards”), shall be deemed to be converted into the right to acquire or receive, or receive benefits measured by the value of, of (as the case may be, ) the number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Company Shares subject to such Company Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, and each such right shall otherwise be subject to the same terms and conditions as were applicable to the rights such right under the relevant Company Stock Plan or other Company Compensation and Benefit Plan immediately prior to the Effective TimePlan. At or prior to the Effective Time, the Company shall cause adopt appropriate amendments to be effectuated the Company Stock Plans and such Compensation and Benefits Plans, if applicable, and the Board of Directors of the Company shall adopt appropriate resolutions, if applicable, to effectuate the provisions of this Section 4.4(b4.5(b). (c) As soon as reasonably practicable (but not more than five (5) days) after the Effective Time, Parent shall, if If registration of any interests in the Company Stock Plans or other Company Compensation and Benefit Plans or the shares of Parent Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), Parent shall file with the Securities and Exchange Commission (the “SEC”) prior to the Effective Time a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor form), or another appropriate form with respect to such interests and or Parent Common Stock Stock, and shall use its reasonable best efforts to have such registration statement declared effective by the SEC as of the Effective Time and to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein and comply with any applicable state securities or “blue sky” laws) for so long as the relevant Company Stock Plans or other Company Compensation and Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Parent Common Stock issuable thereunder (and compliance with any such state laws) continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and agreements evidencing the grants of such Company Options and Company Awards, and stating that such Company Options and Company Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 4.4 4.5 after giving effect to the Merger and the terms of the Company Stock Plans). (d) At or prior to Without limiting the Effective Timeapplicability of the preceding paragraph, the Company, the Board of Directors of the Company and the compensation committee of the Board of Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.4(a) and 4.4(b). Parent shall take all actions which are necessary for the assumption of the Company Options and Company Awards pursuant to Sections 4.4(a) and 4.4(b) including the reservation, issuance (subject to Section 4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.4. The Company shall take all necessary action to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will not be required to deliver Company Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Options or Company AwardsAwards after the Effective Time. At or prior to the Effective Time, and the Company shall adopt appropriate amendments to all Company Stock Plans or other Company Compensation and Benefits Plans conferring any rights to Company Shares or other capital stock of the Company, if applicable, and the Board of Directors of the Company shall be deemed adopt appropriate resolutions, if applicable, to be amended to be in conformity with effectuate the provisions of this Section 4.4(d4.5(d). (e) The Company shall take all actions necessary to cause the Company’s Employee Stock Purchase Plan to terminate at or prior to the Effective Time in accordance with the terms of the plan and to cause each Company employee’s then current plan account balance to be distributed in cash to such employee at the time of plan termination. (f) Notwithstanding any other provision of this Agreement, Parent acknowledges and agrees that the Board of Directors of the Company has taken (or may take prior to Closing such action as may be required (i) to fully vest as of or prior a committee thereof to the Closing extent applicable) shall take all necessary actions to ensure that the terms of the Company Options and Company Awards then outstanding as under each Company Stock Plan are equitably adjusted to take into account the payment of the date hereofSpecial Dividend pursuant to Section 6.18 of this Agreement, and (ii) to provide for net or cashless exercise of Company Options and Company Awards, such that any Tax withholding is satisfied from applicable performance goals with respect to Company Shares underlying such Company Options and Company Awards. Company Shares purchased upon exercise of Company Options and Company Shares delivered upon vesting of Options, Company Awards shall be outstanding as of and other Company compensation are, if impacted by the Effective Time and entitled to receive the Merger Consideration as provided in Sections 4.1 and 4.2Special Dividend, and Company Options not exercised will be assumed as provided in Section 4.4(a)equitably adjusted.