Common use of Company Stock Option Plans Clause in Contracts

Company Stock Option Plans. (a) Parent and the Company shall take all actions necessary to provide that each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Common Stock (the “Director Stock Options”), whether or not then exercisable, shall be canceled as of the Effective Time and the holder thereof shall be entitled to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer be exercisable pursuant to the terms of the Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c). (d) If and to the extent necessary or required by the terms of the Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant to the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock Options.

Company Stock Option Plans. The Company (aand MAPICS after the Distribution) Parent and the Company shall take be solely responsible for satisfying all actions necessary to provide that each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) exercises of options to purchase shares of Company Common Stock granted under the Company Stock Option Plans (the “Director Stock "Company Options”), whether or not then exercisable, shall be canceled ") that are outstanding as of the Effective Time Distribution Date. The Company shall use all reasonable efforts to amend all Company Options outstanding as of the Distribution Date to provide that, from and after the Distribution Date, for all purposes under the Company Stock Option Plans and the Company Options, (i) the employment of a holder thereof of a Company Option by any of the Company, Marcam Solutions or their respective subsidiaries or successors shall be entitled to receive an amount in cash payable at treated as the time of cancellation employment of such Director holder by the Company, and (ii) the service as a director, officer or consultant by a holder of a Company Option to any of the Company, Marcam Solutions or their respective subsidiaries or successors shall be treated as the service as a director, officer or consultant, respectively, by such holder to the Company. Nothing in this Agreement, however, shall obligate the Company (or MAPICS) to grant any options under the Company Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject Plans to any required tax withholding. (b) In accordance with Transferred Employee after the provisions of Section 11(b) Distribution Date, and any commitments or obligations of the Stock Option Plan (as defined in Section 3.01(c)), the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan grant options to purchase shares of Company Common Stock (under the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior Option Plans to any Transferred Employee which were to be performed after the Distribution Date shall be deemed satisfied in full by the grant of an option, if any, to such Transferred Employee under a Marcam Solutions Stock Plan. Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective TimeDistribution Date, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock per share exercise price of each Company Option Plan (outstanding as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation Distribution Date (“Surviving Corporation Common Stock”the "Company Option Exercise Price") shall be reduced to an amount (the "Adjusted Company Option Exercise Price") equal to the product (Arounded to the nearest xxxxx) obtained by multiplying the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied Exercise Price by (B) a fraction, the numerator of which shall be (x) the number average of shares the closing sales prices per share of Surviving Corporation a share of Company Common Stock outstanding immediately after on Nasdaq for the Effective Time five consecutive trading days beginning on the first trading day following the Distribution Date (the "Measurement Period") and the denominator of which shall be the sum of (yi) the number average of shares the closing sales prices per share of a share of the Company Common Stock outstanding immediately prior to on Nasdaq for the Effective Time. The per share exercise price Measurement Period plus (ii) the product of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization average of the Company and closing sales prices per share of a share of Marcam Solutions Common Stock on Nasdaq for the Surviving Corporation and Measurement Period multiplied by (B) the Merger ConsiderationCompany Common Distribution Ratio (such fraction, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration "Exercise Price Adjustment Ratio"). Except as provided in this Section 3.04, no changes shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior made to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer be exercisable pursuant to the terms of the Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c). (d) If and to the extent necessary or required by the terms of options granted under the Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant to connection with the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock OptionsDistribution.

Company Stock Option Plans. (a) Parent and the The Company shall take all actions necessary or appropriate to provide that each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Common Stock (a "Company Stock Option") granted under any stock option or stock purchase plan, program or agreement to which the “Director Stock Options”)Company or any of its subsidiaries is a party which is outstanding immediately prior to the consummation of the Offer, whether or not then exercisable, shall be canceled cancelled as of the Effective Time consummation of the Offer and the holder thereof shall be entitled only to the right to receive an amount in cash payable at the time of cancellation of such Director Company Stock Option equal to the product of: of (A) the excess, if any, of (x) the Merger Consideration Offer Price over (y) the per share exercise price of such Director Company Stock Option; Option multiplied by (B) the number of shares of Company Common Stock subject to such Director Company Stock Option. Such cash payment shall be subject to and reduced by all applicable federal, state and local Taxes to be withheld in respect of such payment. The surrender of an Option in exchange for the consideration contemplated by this Section 2.04(a) shall be deemed a release of any required tax withholdingand all rights the Option Holder had or may have had in respect thereof. (b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the The Company shall take all actions necessary to provide that each holder that, upon the consummation of an option granted under the Offer, (i) the Company Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time Plans and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization any similar plan or agreement of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Timeterminated, (ii) no longer be exercisable pursuant any rights under any other plan, program, agreement or arrangement to the terms issuance or grant of any other interest in respect of the Stock Option Plan capital stock of the Company or the Company Subsidiary shall be terminated, and (iii) not entitled no holder of any Company Stock Option will have any right to receive any shares of capital stock of the Merger Consideration pursuant to Section 2.01(c). Company or, if applicable, the Surviving Corporation, upon exercise of any Company Stock Option. The Board of Directors of the Company (dor an appropriate committee thereof) If and to has adopted resolutions which provide that, effective as of the extent necessary or required by consummation of the terms of Offer (i) the Company Stock Option Plans (as defined and any similar plan or agreement of the Company which provides for the grant of options to purchase Shares) shall be terminated; (ii) any rights under the Company Stock Options shall be cancelled in accordance with the provisions of Section 3.01(c2.04(a); and (iii) or pursuant to the terms no holder of any Company Stock Option granted thereunderwill have any right to receive any shares of capital stock of the Company or, if applicable, the Company shall use its reasonable best efforts to obtain the consent Surviving Corporation, upon exercise of each holder of outstanding any Company Stock Options to the foregoing treatment of such Company Stock OptionsOption.

Company Stock Option Plans. (a) At the Effective Time, each Company Option, whether vested or unvested, shall be assumed by Parent (and Parent shall take all action necessary under applicable law, to cause such result or equivalent result without disadvantage to the Company Option holders) and shall thereupon constitute an option to acquire that number of shares of Parent Common Stock equal to (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share, at a price per share of Parent Common Stock equal to (x) the exercise price of the Company Option immediately prior to the Effective Time, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. Other than as described in the immediately preceding sentence, the Company Options shall be subject to the same terms and conditions as applicable immediately prior to the Effective Time. As soon as reasonably practicable following the Effective Time, Parent shall deliver to each holder of a Company Option an appropriate notice setting forth the terms of such assumption. With respect to any Company Option that is an incentive stock option (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, such assumption shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Code. Parent shall take all action necessary for the shares of Parent Common Stock to rank pari passu in all ---- ----- respects with all other shares of Parent Common Stock then in issue and to be listed and issuable upon exercise of the Company Options so that such Company Options shall be freely tradeable on the New York Stock Exchange. (b) Except as may be otherwise agreed to by Parent or Purchaser and the Company or as otherwise contemplated or required to effectuate this Section 2.4, the Plans shall take all actions necessary to provide that each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Common Stock (the “Director Stock Options”), whether or not then exercisable, shall be canceled terminate as of the Effective Time and the holder thereof shall be entitled to receive an amount provisions in cash payable at any other plan, program or arrangement providing for the time issuance or grant of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) other interest in respect of the Stock Option Plan (as defined in Section 3.01(c)), capital stock of the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, deleted as of the Effective Time, an option . (each, a “New Stock Option”c) The Company shall take all necessary actions to acquire, pursuant provide that as of the Effective Time no holder of Company Options under the Plans will have any right to the New Stock Option Plan (as defined in Section 2.05(a)), a number of receive shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of any such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer be exercisable pursuant to the terms of the Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c)Option. (d) If and Notwithstanding anything in this Agreement to the extent necessary or required by the terms contrary, a vote of a majority of the Company Stock Option Plans (as defined Independent Directors shall be required to amend this Section 2.4 in Section 3.01(c)) or pursuant any manner adverse to the terms holders of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock Optionsdescribed herein.

Company Stock Option Plans. (a) Parent and As soon as practicable following the date hereof but in no event later than the Effective Time, the Company (or, if appropriate, Company Board or any committee administering the Stock Option Plans) shall take all actions necessary to provide action, including adopting resolutions or taking any other actions, so that each outstanding option to purchase Shares (a "Company Stock Option") heretofore granted under the Director Company Stock Option Plan (as defined in Section 3.01(c)) Plans and each outstanding warrant or other right or option to purchase shares of Company Common Shares (a "Warrant") in each case outstanding immediately prior to the date hereof and only in the event that such Stock (the “Director Stock Options”), whether Option or not Warrant is then exercisable, either (i) shall be canceled at the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (y) the excess of the Offer Price over the per Share exercise price of such Company Stock Option or Warrant (the "Net Amount") or (ii) shall be converted immediately prior to the Effective Time into the right solely to receive the Net Amount; provided, that no such cash payment has been made. The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of Parent (which consent will not be unreasonably withheld). (b) The Surviving Corporation shall continue to be obligated to pay the Net Amount to holders of any Company Stock Options or Warrants converted in accordance with Section 3.4(a)(ii). (c) The Company shall pay its portion and withhold and deposit the proper amount of all Federal and state payroll and employment taxes required to be paid and withheld from the Net Amount. (d) At the Effective Time, the Company Stock Option Plans and, to the extent unvested, each outstanding Company Stock Option and Warrant, with an exercise price as of the Effective Time less than the Offer Price, to the extent unvested, will become obligations of the Surviving Corporation. Immediately prior to the Closing, the Company shall deliver to Parent an updated list substantially similar to that presented in Section 4.3(a) of the Company Disclosure Schedule, current as of such date. Each such Company Stock Option and Warrant shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plans, to the extent applicable, and the applicable stock option or warrant agreement immediately prior to the Effective Time, except that such Company Stock Option or Warrant will be exercisable for an amount in cash equal to the Net Amount upon the earlier of (i) the time that such Company Stock Option and Warrant becomes vested in accordance with its terms and (ii) the termination of the employment of the holder of such Company Stock Option by the Company without cause (as determined in good faith by the Company Board), in each case provided that the holder of such Company Stock Option is employed by the Company at the time of such vesting or termination. (e) Except as set forth in Section 3.4(d), all Stock Option Plans shall be terminated as of the Effective Time and the holder thereof shall be entitled to receive an amount provisions in cash payable at any other Benefit Plan providing for the time issuance, transfer or grant of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) capital stock of the Stock Option Plan (as defined Company or any interest in Section 3.01(c)), respect of any capital stock of the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, terminated as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option Company shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such ensure that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at following the Effective Time, (ii) no longer be exercisable pursuant to the terms holder of the a Company Stock Option or Warrant or any participant in any Stock Option Plan and (iii) not entitled shall have any right thereunder to receive acquire any capital stock of the Merger Consideration pursuant Company, Parent or the Surviving Corporation, except as agreed to Section 2.01(c). (d) If and to the extent necessary or required otherwise by the terms of the Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant to the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock OptionsParent.

Company Stock Option Plans. (a) The Merger Agreement provides that Parent and the Company shall will take all actions necessary to provide that each outstanding option Company Stock Option granted under the Director any Company Stock Option Plan (as defined in Section 3.01(c)) which is outstanding immediately prior to purchase shares the consummation of Company Common Stock (the “Director Stock Options”)Offer, whether or not then exercisablesuch Company Stock Option is vested and exercisable immediately prior to the consummation of the Offer, shall will be canceled as of the Effective Time day immediately following the consummation of the Offer and the holder thereof shall will be entitled to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the excess of (i) the product of: of (A) the excess, if any, of (x) the Merger Consideration Offer Price over (y) the per share exercise price of such Director Company Stock Option; Option multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) of the Company Stock Option Plan over (as defined in Section 3.01(c))ii) any income tax or employment tax withholding required under the Code. Conduct of Business. Pursuant to the Merger Agreement, the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shallhas covenanted and agreed that, except as set forth otherwise expressly permitted by the Merger Agreement or except as consented to by Parent (in Section 2.04(cits sole discretion), be tendered, as during the period from the date of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant Merger Agreement to the New Stock Option Plan (as defined in Section 2.05(a)), a number earlier of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator appointment or election of which shall Parent's designees to the Company Board (such earlier time, the "Control Time"), the Company will, and will cause its subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations (other than internal organizational realignments), to keep available the services of their current officers and other key employees and to preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses will be unimpaired at the Effective Time. Without limiting the generality of the foregoing (ybut subject to the above exceptions), during the period from the date of the Merger Agreement to the Control Time, the Company will not, and will not permit any of its subsidiaries to: (i) other than dividends and distributions by a direct or indirect wholly owned subsidiary if the number Company to its parent, (I) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (II) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for issuances of Company Common Stock outstanding immediately prior to upon the Effective Time. The per share exercise price of each New Company Stock Options under the Company Stock Option shall be calculated by adjusting Plans or in connection with other awards under the exercise price of the Employee Company Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, Plans outstanding as of the date of this AgreementFebruary 18, 2000 in accordance with their present terms or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to issued in accordance with the terms of the Merger Agreement or the issuance of capital stock of the Company pursuant to the Rights Plan, (III) except pursuant to agreements entered into with respect to the Company Stock Option Plan. Vested Options that are exercised prior Plans, purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities or (IV) make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Exercise Deadline shall be entitled Company to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, its parent; (ii) no longer be exercisable pursuant issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than Company Stock Options granted under clause (II) below or the terms issuance of Company Common Stock upon the exercise of Company Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c). (d) If and to the extent necessary Options or required by the terms of in connection with other awards under the Company Stock Option Plans (I) outstanding as defined of January 31, 2000 in Section 3.01(c)) or pursuant to the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock Options.accordance with their 24 27

Company Stock Option Plans. (a) At the Effective Time, Parent shall assume all the obligations of the Company under the Company Stock Option Plans and each of the Company Stock Options which is outstanding immediately prior to the Effective Time shall be assumed by Parent and the Company shall take all actions necessary to provide that each outstanding converted automatically into an option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Parent Common Stock (a "NEW OPTION") in an amount and at an exercise price determined as provided below: (i) The number of shares of Parent Common Stock to be subject to the “Director Stock Options”), whether or not then exercisable, New Option shall be canceled as of the Effective Time and the holder thereof shall be entitled to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock remaining subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. ) to the original option and the Common Stock Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (ii) The exercise price per share shall be equal to (y) the aggregate exercise price for the shares of each New Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such New Option. In the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares purchasable pursuant to such option and the terms and conditions of such option shall be calculated by adjusting the exercise price determined in order to comply with 424(a) of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option PlanCode. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at After the Effective Time, (ii) no longer each New Option shall be exercisable pursuant and shall vest upon the same terms and conditions as were applicable to the terms of the Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c). (d) If and to the extent necessary or required by the terms of the related Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant immediately prior to the terms of any Company Stock Option granted thereunderEffective Time, except that all references to the Company shall use its reasonable best efforts be deemed to obtain the consent of each holder of outstanding Company Stock Options be references to the foregoing treatment of such Company Stock OptionsParent.

Company Stock Option Plans. (a) Parent and At the Company shall take all actions necessary to provide that Effective Time, each outstanding and unexercised option granted under the Director to purchase Shares (a “Company Option”) pursuant to those certain Cypress Communications, Inc. 1997 Management Option Plan (as defined in Section 3.01(c)the “1997 Plan”) to purchase shares and that certain 2000 Stock Option and Incentive Plan of the Company Common Stock (the “Director Stock Options2000 Plan”), and together with the 1997 Plan, collectively (the “Company Option Plans”) or pursuant to other compensatory option plans or agreements set forth in the Disclosure Schedule, whether vested or not then exercisableunvested, shall be canceled as converted into an obligation of the Effective Time Company to pay, and the right of the holder thereof to receive, in full satisfaction of each Company Option, the “Cash Amount” with respect to such Company Option. The “Cash Amount” for any Company Option shall be entitled to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the product of: (A1) the excess, if any, of (x) the Merger Consideration Offer Price over (y) the per share exercise price per Share of such Director Stock Option; multiplied by Company Option and (B2) the number of shares of Shares underlying such Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the The Company shall take all reasonable actions necessary to provide that each holder of an option granted under cause the Stock Option Plan Company’s employees and directors to purchase shares of Company Common Stock (consent, to the “Employee Stock Options” andextent required, together with to the Director Stock Options, the “Company Stock Options”) that is outstanding transactions contemplated by this Section 2.4 no later than immediately prior to the Effective Time shall, except Time. Except as set forth in Section 2.04(c), may be tenderedotherwise agreed to by Parent or Purchaser and the Company, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fractionPlans shall terminate, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Considerationprovisions in any other plan, such that program or arrangement providing for the issuance or grant of any difference between the exercise price other interest in respect of the Employee Stock capital stock of the Company or any of its Subsidiaries shall be deleted and (C) except for Company Warrants, no holder of Company Options or any participant in the Company Option Plans or any other plans, programs or arrangements shall have any rights thereunder to acquire any Equity Interests of the Company, the Surviving Corporation or any subsidiary thereof. The Company and Parent agree that the Cash Amounts are the sole payments that will be made with respect to or in relation to the Company Options (other than Company Warrants). (b) All warrants and other Equity Interests of the Company, other than Company Options (which shall be subject to the provisions of Section 2.4(a) above) and the Merger Consideration Company Warrants, shall be preserved for the benefit canceled as of the holder Closing Date at a nominal price or as otherwise agreed by Purchaser. At or before the Effective Time, the Company shall use commercially reasonable efforts to take all actions, in a manner reasonably satisfactory to Parent, necessary or advisable to give effect to the foregoing provisions of such optionthis Section 2.4. (c) Holders of Employee Stock Options that areAs soon as practicable, as of the date of this Agreementand in no event greater than five Business Days following, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer Parent shall cause to be exercisable pursuant mailed to the terms holder of each Company Option, the Stock Cash Amount payable with respect to such Company Option Plan and (iii) not entitled to receive the Merger Consideration such holder pursuant to Section 2.01(c)2.4(a) hereof. (d) If The Company represents and to warrants that all the extent necessary or required by the terms of the Company Stock Option Plans provide that either (i) the Company can take the actions described in Section 2.4(a) without obtaining the consent of any holders of Options or (ii) if such consent is required, the Company will obtain such consents and provide evidence thereof to Parent at least ten (10) days prior to the initial expiration of the Offer. (e) Each of the “Restricted Stock Awards” (as defined in Section 3.01(c)the 2000 Plan) or and disclosed pursuant to the terms of any Company Section 3.3(b) shall vest and all transfer and other restrictions on such Restricted Stock Option granted thereunder, the Company Awards shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options terminate effective immediately prior to the foregoing treatment initial expiration date of the Offer to permit the holders of such Company Restricted Stock OptionsAwards to tender the Shares subject to such Restricted Stock Awards in the Offer.

Company Stock Option Plans. The Company (aand MAPICS after the Distribution) Parent and the Company shall take be solely responsible for satisfying all actions necessary to provide that each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) exercises of options to purchase shares of Company Common Stock granted under the Company Stock Option Plans (the “Director Stock "Company Options”), whether or not then exercisable, shall be canceled ") that are outstanding as of the Effective Time and the holder thereof Distribution Date. The Company shall be entitled use all reasonable efforts to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of amend all Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) Options outstanding as of the Stock Option Plan (as defined in Section 3.01(c)), the Company shall take all actions necessary Distribution Date to provide that each holder any employment or other business relationship of an option granted holders of such Company Options by MAPICS, Marcam Solutions or their respective Subsidiaries, successors or assigns shall be treated for all purposes under the Company Stock Option Plan Plans as the employment or other business relationship of such holder by the Company. Nothing in this Agreement, however, shall obligate the Company (or MAPICS) to grant any options under the Company Stock Option Plans to any Transferred Employee after the Distribution Date, and any commitments or obligations of the Company to grant options to purchase shares of Company Common Stock (under the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior Option Plans to any Transferred Employee which were to be performed after the Distribution Date shall be deemed satisfied in full by the grant of an option, if any, to such Transferred Employee, if any, under a Marcam Solutions Stock Plan. Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective TimeDistribution Date, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock per share exercise price of each Company Option Plan (outstanding as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation Distribution Date (“Surviving Corporation Common Stock”the "Company Option Exercise Price") shall be reduced to an amount (the "Adjusted Company Option Exercise Price") equal to the product (Arounded to the nearest xxxxx) obtained by multiplying the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied Exercise Price by (B) a fraction, the numerator of which shall be (x) the number average of shares the closing sales prices per share of Surviving Corporation a share of Company Common Stock outstanding immediately after on Nasdaq for the Effective Time five consecutive trading days beginning on the first trading day following the Distribution Date (the "Measurement Period") and the denominator of which shall be the sum of (yi) the number average of shares the closing sales prices per share of a share of the Company Common Stock outstanding immediately prior to on Nasdaq for the Effective Time. The per share exercise price Measurement Period plus (ii) the product of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization average of the Company and closing sales prices per share of a share of Marcam Solutions Common Stock on Nasdaq for the Surviving Corporation and Measurement Period multiplied by (B) the Merger ConsiderationCompany Common Distribution Ratio (such fraction, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration "Exercise Price Adjustment Ratio"). Except as provided in this Section 3.04, no changes shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior made to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer be exercisable pursuant to the terms of the Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c). (d) If and to the extent necessary or required by the terms of options granted under the Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant to connection with the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock OptionsDistribution.

Company Stock Option Plans. (a) Parent and As soon as practicable following the date hereof but in no event later than the Effective Time, the Company (or, if appropriate, Company Board or any committee administering the Stock Option Plans) shall take all actions necessary to provide action, including adopting resolutions or taking any other actions, so that each outstanding option to purchase Shares (a "COMPANY STOCK OPTION") heretofore granted under the Director Company Stock Option Plan (as defined in Section 3.01(c)) Plans and each outstanding warrant or other right or option to purchase shares of Company Common Shares (a "WARRANT") in each case outstanding immediately prior to the date hereof and only in the event that such Stock (the “Director Stock Options”), whether Option or not Warrant is then exercisable, either (i) shall be canceled at the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (y) the excess of the Offer Price over the per Share exercise price of such Company Stock Option or Warrant (the "NET AMOUNT") or (ii) shall be converted immediately prior to the Effective Time into the right solely to receive the Net Amount; PROVIDED, that no such cash payment has been made. The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of Parent (which consent will not be unreasonably withheld). (b) The Surviving Corporation shall continue to be obligated to pay the Net Amount to holders of any Company Stock Options or Warrants converted in accordance with SECTION 3.4(a)(ii). (c) The Company shall pay its portion and withhold and deposit the proper amount of all Federal and state payroll and employment taxes required to be paid and withheld from the Net Amount. (d) At the Effective Time, the Company Stock Option Plans and, to the extent unvested, each outstanding Company Stock Option and Warrant, with an exercise price as of the Effective Time less than the Offer Price, to the extent unvested, will become obligations of the Surviving Corporation. Immediately prior to the Closing, the Company shall deliver to Parent an updated list substantially similar to that presented in SECTION 4.3(a) OF THE COMPANY DISCLOSURE SCHEDULE, current as of such date. Each such Company Stock Option and Warrant shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plans, to the extent applicable, and the applicable stock option or warrant agreement immediately prior to the Effective Time, except that such Company Stock Option or Warrant will be exercisable for an amount in cash equal to the Net Amount upon the earlier of (i) the time that such Company Stock Option and Warrant becomes vested in accordance with its terms and (ii) the termination of the employment of the holder of such Company Stock Option by the Company without cause (as determined in good faith by the Company Board), in each case provided that the holder of such Company Stock Option is employed by the Company at the time of such vesting or termination. (e) Except as set forth in SECTION 3.4(d), all Stock Option Plans shall be terminated as of the Effective Time and the holder thereof shall be entitled to receive an amount provisions in cash payable at any other Benefit Plan providing for the time issuance, transfer or grant of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) capital stock of the Stock Option Plan (as defined Company or any interest in Section 3.01(c)), respect of any capital stock of the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, terminated as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option Company shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such ensure that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at following the Effective Time, (ii) no longer be exercisable pursuant to the terms holder of the a Company Stock Option or Warrant or any participant in any Stock Option Plan and (iii) not entitled shall have any right thereunder to receive acquire any capital stock of the Merger Consideration pursuant Company, Parent or the Surviving Corporation, except as agreed to Section 2.01(c). (d) If and to the extent necessary or required otherwise by the terms of the Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant to the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock OptionsParent.

Company Stock Option Plans. (a) Parent and At the Company shall take all actions necessary to provide that Effective Time, each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Common Stock (an "Employee Stock Option") under the “Director Company 1996 Stock Options”Option Plan (the "Employee Stock Option Plan"), whether or not then exercisable, shall be canceled deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Employee Stock Option, the same number of the Effective Time and shares of USF Common Stock as the holder thereof shall be of such Employee Stock Option would have been entitled to receive an amount pursuant to the Merger had such holder exercised such option in cash payable full immediately prior to the Effective Time, at the time of cancellation of such Director Stock Option a price per share equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share aggregate exercise price of such Director Stock Option; multiplied by (B) for the number of shares of Company Common Stock subject deemed otherwise purchasable pursuant to such Director Employee Stock Option divided by (z) the number of full shares of USF Common Stock deemed purchasable pursuant to such Employee Stock Option. Such cash payment shall be subject ; PROVIDED, HOWEVER, that, in the case of any Employee Stock Option to any required tax withholding.which Section 421 of the Code applies by reason of (b) In accordance with At the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c))Effective Time, the Company shall take all actions necessary to provide that each holder of an outstanding option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee a "Director Stock Options” and, together with Option") under the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)the "Director Stock Option Plan"), a whether or not exercisable, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Director Stock Option, the same number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company USF Common Stock issuable upon exercise as the holder of such Employee Director Stock Option multiplied by (B) a fraction, would have been entitled to receive pursuant to the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding Merger had such holder exercised such option in full immediately prior to the Effective Time. The , at a price per share equal to (y) the aggregate exercise price for the shares of each New Company Common Stock deemed otherwise purchasable pursuant to such Director Stock Option shall be calculated divided by adjusting the exercise price of the Employee Stock Option to reflect (Az) the difference in the capitalization number of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price full shares of the Employee USF Common Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options deemed purchasable pursuant to the terms of the such Director Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer be exercisable pursuant to the terms of the Stock Option Plan and (iii) not entitled to receive the Merger Consideration pursuant to Section 2.01(c)Option. (d) If and to the extent necessary or required by the terms of the Company Stock Option Plans (as defined in Section 3.01(c)) or pursuant to the terms of any Company Stock Option granted thereunder, the Company shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock Options.

Company Stock Option Plans. (a) Parent and At the Company shall take all actions necessary to provide that Effective Time, each outstanding and unexercised option granted under the Director to purchase Shares (a "Company Option") pursuant to those certain Cypress Communications, Inc. 1997 Management Option Plan (as defined in Section 3.01(c)the "1997 Plan") to purchase shares and that certain 2000 Stock Option and Incentive Plan of the Company Common Stock (the “Director Stock Options”)"2000 Plan", and together with the 1997 Plan, collectively (the "Company Option Plans") or pursuant to other compensatory option plans or agreements set forth in the Disclosure Schedule, whether vested or not then exercisableunvested, shall be canceled as converted into an obligation of the Effective Time Company to pay, and the right of the holder thereof to receive, in full satisfaction of each Company Option, the "Cash Amount" with respect to such Company Option. The "Cash Amount" for any Company Option shall be entitled to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the product of: (A1) the excess, if any, of (x) the Merger Consideration Offer Price over (y) the per share exercise price per Share of such Director Stock Option; multiplied by Company Option and (B2) the number of shares of Shares underlying such Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the The Company shall take all reasonable actions necessary to provide that each holder of an option granted under cause the Stock Option Plan Company's employees and directors to purchase shares of Company Common Stock (consent, to the “Employee Stock Options” andextent required, together with to the Director Stock Options, the “Company Stock Options”) that is outstanding transactions contemplated by this SECTION 2.4 no later than immediately prior to the Effective Time shall, except Time. Except as set forth in Section 2.04(c), may be tenderedotherwise agreed to by Parent or Purchaser and the Company, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fractionPlans shall terminate, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Considerationprovisions in any other plan, such that program or arrangement providing for the issuance or grant of any difference between the exercise price other interest in respect of the Employee Stock capital stock of the Company or any of its Subsidiaries shall be deleted and (C) except for Company Warrants, no holder of Company Options or any participant in the Company Option Plans or any other plans, programs or arrangements shall have any rights thereunder to acquire any Equity Interests of the Company, the Surviving Corporation or any subsidiary thereof. The Company and Parent agree that the Cash Amounts are the sole payments that will be made with respect to or in relation to the Company Options (other than Company Warrants). (b) All warrants and other Equity Interests of the Company, other than Company Options (which shall be subject to the provisions of SECTION 2.4(A) above) and the Merger Consideration Company Warrants, shall be preserved for the benefit canceled as of the holder Closing Date at a nominal price or as otherwise agreed by Purchaser. At or before the Effective Time, the Company shall use commercially reasonable efforts to take all actions, in a manner reasonably satisfactory to Parent, necessary or advisable to give effect to the foregoing provisions of such optionthis SECTION 2.4. (c) Holders of Employee Stock Options that areAs soon as practicable, as of the date of this Agreementand in no event greater than five Business Days following, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) no longer Parent shall cause to be exercisable mailed to the holder of each Company Option, the Cash Amount payable with respect to such Company Option to such holder pursuant to the terms of the Stock Option Plan and (iiiSECTION 2.4(A) not entitled to receive the Merger Consideration pursuant to Section 2.01(c)hereof. (d) If The Company represents and to warrants that all the extent necessary or required by the terms of the Company Stock Option Plans provide that either (i) the Company can take the actions described in SECTION 2.4(A) without obtaining the consent of any holders of Options or (ii) if such consent is required, the Company will obtain such consents and provide evidence thereof to Parent at least ten (10) days prior to the initial expiration of the Offer. (e) Each of the "Restricted Stock Awards" (as defined in Section 3.01(c)the 2000 Plan) or and disclosed pursuant to the terms of any Company SECTION 3.3(B) shall vest and all transfer and other restrictions on such Restricted Stock Option granted thereunder, the Company Awards shall use its reasonable best efforts to obtain the consent of each holder of outstanding Company Stock Options terminate effective immediately prior to the foregoing treatment initial expiration date of the Offer to permit the holders of such Company Restricted Stock OptionsAwards to tender the Shares subject to such Restricted Stock Awards in the Offer.

Company Stock Option Plans. (a) Parent The Company, the Board and each relevant committee of the Company Board shall take any and all actions necessary or desirable (including, without limitation, obtaining consents) to provide that that, effective immediately prior to the consummation of the Merger, each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Common Stock (collectively, the “"Stock Options") held by or issued or granted to any current or former employee, consultant or director that is outstanding immediately prior to the consummation of the Merger granted under the Company New Employee Incentive Stock Plan, the Company 2005 Omnibus Stock Plan, the Company Incentive Stock Plan, as amended, the Company Outside Director Stock Options”Option Plan, as amended, or any other stock option plan (collectively, the "Stock Option Plans"), whether or not then exercisableotherwise, shall in accordance with the Stock Option Plans and related agreements (i) become fully vested or exercisable and (ii) unless otherwise terminated, be canceled as of the Effective Time and the holder thereof shall be entitled to receive cancelled in exchange for an amount in cash (less any applicable tax withholding), payable at the time of cancellation of such Director Stock Option Effective Time, equal to the product of: (A) in the excesscase of Stock Options with respect to which the Merger Consideration is greater than the per share exercise price of such Stock Option, if any, the product of (x) (1) the excess of the Merger Consideration over (y2) the per share exercise price of such Director Stock Option; multiplied by , and (By) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding. (b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by ; and (B) a fractionin the case of Stock Options with respect to which the per share exercise price of such Stock Option is equal to or greater than the Merger Consideration, the numerator product of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time $.01 and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior subject to such Stock Option. (b) The Company, the Board and each relevant committee of the Board shall take any and all actions necessary or desirable to provide that all Stock Option Plans shall terminate as of the Effective Time. The per share exercise price of each New Time and the provisions in any Stock Option shall be calculated by adjusting Plan or any other plan, agreement or arrangement providing for the exercise price issuance, transfer or grant of the Employee Stock Option to reflect (A) the difference in the capitalization any capital stock of the Company and the Surviving Corporation and (B) the Merger Consideration, such that or any difference between the exercise price interest in respect of any capital stock of the Employee Stock Option and the Merger Consideration Company shall be preserved for the benefit of the holder of such option. (c) Holders of Employee Stock Options that are, terminated as of the date of this Agreement, or will be on or before the tenth day prior to the Closing Date (the “Exercise Deadline”), vested and exercisable (the “Vested Options”), shall have until the Exercise Deadline to exercise their Employee Stock Options pursuant to the terms of the Stock Option Plan. Vested Options that are exercised prior to the Exercise Deadline shall be entitled to receive the Merger Consideration pursuant to Section 2.01(c). Any Vested Options that are not exercised prior to the Exercise Deadline shall (i) become vested New Stock Options at the Effective Time, (ii) and the Company shall ensure that following the Effective Time no longer be exercisable pursuant to the terms holder of the a Stock Option or any participant in any Stock Option Plan and (iii) not entitled or any other plan, agreement or arrangement shall have any right thereunder to receive the Merger Consideration pursuant to Section 2.01(c). (d) If and to the extent necessary or required by the terms acquire any capital stock of the Company Stock Option Plans (as defined or the Surviving Corporation or any interest in Section 3.01(c)) or pursuant to the terms respect of any Company Stock Option granted thereunder, capital stock of the Company shall use its reasonable best efforts to obtain or the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock OptionsSurviving Corporation.