Common use of Company Stock Options and Other Equity-Based Awards Clause in Contracts

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each option to purchase shares of Company Common Stock under the applicable Company Stock Plans that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (collectively, the “Company Stock Options”) shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and shall be converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Stock Option”), on substantially the same terms and conditions as were applicable to such Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the acceleration thereof, provided for in the Company Stock Plans, in an award agreement or in such Company Stock Option by reason of this Agreement or the transactions contemplated herein), except that: (i) each Parent Stock Option shall have an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock for such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share of Parent Common Stock; provided, however, that notwithstanding anything to the contrary in this Agreement, in all cases such conversion shall be effected in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of the Code with respect to Company Stock Options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code).

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each Each unexercised option to purchase shares of Company Common Stock under the applicable Shares (“Company Stock Plans Options”) granted pursuant to any stock option plans or other equity-related compensation plans of the Company described in Section 3.5(a) (“Company Stock Option Plans”), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (collectively, the “Time shall cease to represent a right to acquire Company Stock Options”) shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent Shares and shall be converted, at the Effective Time, into an option to purchase acquire shares of Parent Common Stock (a “Parent Stock Option”)Stock, on substantially the same terms and conditions as were applicable to such under each particular Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account in accordance with any changes thereto, including to such terms required pursuant to the acceleration thereof, provided for in terms of the Company Stock Plans, in an award agreement Option or in such the Company Stock Option Plans by reason of this Agreement or the transactions contemplated herein)hereby, except that: (ior as required pursuant to Section 2.2(e) each Parent Stock Option shall have an exercise price per share below. The number of shares of Parent Common Stock equal subject to each converted Company Stock Option shall be determined by multiplying the exercise price per share number of Company Common Stock for Shares subject to such Company Stock Option immediately prior to the Effective Time divided by 0.7389 (the “Exchange Ratio”), rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share of Parent Common Stock, and such converted Company Stock Option shall have an exercise price per share (rounded to the nearest whole cent) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; provided, however, that notwithstanding anything (1) in the case of any Company Stock Option to which Section 421 of the Internal Revenue Code of 1986, as amended (the “Code”) applies by reason of its qualification under Section 422 of the Code, or (2) to the contrary in this Agreementextent required under Section 409A of the Code and applicable Treasury Department guidance thereunder to prevent the converted Company Stock Option from being treated as the grant of a new stock option, in all cases the option price, the number of shares subject to such conversion option and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code (and, as modified by applicable, the requirements of Section 409A of the Code with respect Code. On or prior to the Effective Time, the Company will take all necessary actions for the adjustment of Company Stock Options that are pursuant to this Section 2.2(a), including, but not intended to qualify as “incentive stock options” within limited to, precluding the meaning holder of Section 422 each Company Stock Option from receiving any cash payments in respect of such Company Stock Options in connection with the Code)Merger.

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each option to purchase shares of Company Common Stock under the applicable Each Company Stock Option (as defined in Section 3.2(b)) that was granted pursuant to the Company Stock Option Plans that is (as defined in Section 3.2(b)) prior to the Effective Time and which remains outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (collectively, the “Time shall cease to represent a right to acquire shares of Company Common Stock Options”) shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and shall be converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Stock Option”)acquire, on substantially the same terms and conditions as were applicable to such under the Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the acceleration thereof, thereto provided for in the Company Stock Plans, in an award agreement Option Plans or in such Company Stock Option option by reason of this Agreement or the transactions contemplated hereinhereby), except that: (i) each Parent Stock Option shall have an exercise price per share that number of shares of Parent Common Stock equal to determined by multiplying the exercise price per share number of shares of Company Common Stock for subject to such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share of Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; provided, however, that notwithstanding anything in the case of any Company Stock Option to which Section 421 of the contrary in this AgreementCode applies by reason of its qualification under Section 422 of the Code, in all cases the option price, the number of shares subject to such conversion option and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of Code. On or prior to the Code with respect to Effective Time, the Company will take all actions necessary such that all Company Stock Options that outstanding prior to the Effective Time under the Company Stock Option Plans are treated in accordance with the immediately preceding sentences, including, but not intended to qualify as “incentive stock options” within limited to, precluding the meaning holder of Section 422 each Company Stock Option from receiving any cash payments in respect of such Option in connection with the Code)Merger.

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each Each option to purchase shares of Company Common Stock under the applicable (a “Company Stock Plans Option”) granted under an equity compensation plan of the Company (a “Company Stock Plan”), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (collectively, the “Time shall cease to represent a right to acquire shares of Company Common Stock Options”) shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and shall be converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Stock Option”), ) on substantially the same terms and conditions (including any option reload features relating to any Company Stock Option outstanding on the date hereof or granted after the date hereof; provided that any hereafter granted Company Stock Option is granted in accordance with Section 6.02(s)) as were applicable to under such Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the any acceleration thereof, provided for in the relevant Company Stock PlansPlan, in an award agreement or in such Company Stock Option the related award document by reason of this Agreement or the transactions contemplated hereinhereby), except that: (i) each Parent Stock Option shall have an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock for such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the . The number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be equal to the number of shares of Company Common Stock subject to each such Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, roundedrounded down, if necessary, down to the nearest whole share of Parent Common Stock, and such Parent Stock Option shall have an exercise price per share (rounded up to the nearest one-hundredth of a dollar) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; provided, however, that notwithstanding anything in the case of any Company Stock Option to which Section 421 of the contrary in this AgreementCode applies as of the Effective Time (after taking into account the effect of any accelerated vesting thereof, in all cases if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such conversion option and the terms and conditions of exercise of such option and any related stock appreciation right shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of the Code with respect to Company Stock Options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code).

Company Stock Options and Other Equity-Based Awards. (a) By virtue of Each Company Stock Option (as defined in Section 3.2(b)) that was granted pursuant to Company Stock Option Plans (as defined in Section 3.2(b)), other than the Mergerstock units described in Section 1.8(c), each option prior to purchase the Effective Time (whether or not vested) shall cease to represent a right to acquire shares of Company Common Stock under the applicable Company Stock Plans that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (collectively, the “Company Stock Options”) shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and shall be converted, at the Effective Time, into an option fully vested options (in accordance with the terms of such options) to purchase shares of Parent Common Stock (a “"Parent Stock Option”"), on substantially and the same terms and conditions as were applicable to per share exercise price of such Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the acceleration thereof, provided for in the Company Stock Plans, in an award agreement or in such Company Stock Option by reason of this Agreement or the transactions contemplated herein), except that: (i) each Parent Stock Option shall have an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock for such the corresponding Company Stock Option immediately prior to the Effective Time Time, divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the . The number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be equal the number of shares of Company Common Stock subject to each which the corresponding Company Stock Option was subject immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down Ratio (rounded to the nearest whole share of share). Each such Parent Common Stock; provided, however, that notwithstanding anything Stock Option shall otherwise be subject to the contrary same terms and conditions as in this Agreementeffect at the Effective Time, including the expiration date of the option, as the related Company Stock Option. At the Effective Time, (1) all references to the Company in all cases such conversion the Company Stock Option Plans and in the stock option agreements evidencing the related Company Stock Options shall be effected in a manner consistent with the requirements of Section 424(adeemed to refer to Parent and (2) Parent shall assume all of the Code (as modified by Section 409A of the Code Company's obligations with respect to Company Stock Options as so converted into Parent Stock Options. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Parent Stock Options, Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be, or any successor form, with respect to such shares of Parent Common Stock and shall use its reasonable best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses for so long as the Company Stock Options remain outstanding. On or prior to the Effective Time, the Company will take all actions necessary such that grants of Company Stock Options are treated in accordance with the immediately preceding sentences, including, but not intended to qualify as “incentive stock options” within limited to, precluding each holder from receiving any cash payments in respect of such grants in connection with the meaning of Section 422 of the Code)Merger.

Company Stock Options and Other Equity-Based Awards. (a) By At the Effective Time, by virtue of the MergerMerger and without any further action on the part of the Company or the holder thereof, each unexpired and unexercised option to purchase shares of Company Common Stock (a "Company Stock Option"), under the applicable Company Stock Plans that is outstanding immediately prior to Plans, or otherwise granted by the Company outside of any Company Stock Plan, will be assumed by Parent as hereinafter provided. At the Effective Time, whether or not then vested or exercisable (collectively, by virtue of the “Company Stock Options”) shall, automatically Merger and without any required further action on the part of any the Company or the holder or beneficiary thereof, each Company Stock Option will be assumed by Parent and shall be converted, at the Effective Time, automatically converted into an option (the "Parent Stock Option") to purchase a number of shares of Parent Common Stock (a “Parent equal to the number of shares of Company Common Stock Option”), on substantially the same terms and conditions as were applicable to that could have been purchased under such Company Stock Option immediately before multiplied by the Effective Time (including expiration dateConversion Number, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the acceleration thereof, provided for in the Company Stock Plans, in an award agreement or in such Company Stock Option by reason of this Agreement or the transactions contemplated herein), except that: (i) each Parent Stock Option shall have an exercise at a price per share of Parent Common Stock equal to the per share option exercise price per share of specified in the Company Common Stock for Option, divided by the Conversion Number. Such Parent Stock Option shall otherwise be subject to the same terms and conditions as such Company Stock Option immediately prior Option. At the Effective Time, (i) all references in the Company Stock Plans, the applicable stock option or other awards agreements issued thereunder and in any other Company Stock Options to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up Company shall be deemed to the nearest whole centrefer to Parent; and (ii) Parent shall assume the Company Stock Plans and all of the Company's obligations with respect to the Company Stock Options. (b) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, each restricted stock award of the Company ("Company Equity Based Award") shall be assumed by the Parent and shall be automatically converted into an identical award with respect to Parent Common Stock ("Parent Equity Based Award"), adjusted based on the Conversion Number, and otherwise subject to the same terms and conditions as the related Company Equity Based Award. (c) In respect of each Company Stock Option as converted into a Parent Stock Option pursuant to Section 5.8(a) and assumed by Parent, and the shares of Parent Common Stock underlying such option, Parent shall file as soon as practicable after the Effective Time with the Securities and Exchange Commission, and keep current the effectiveness of, a registration statement on Form S-8 (which may be accomplished by amendment of the registration statement on Form S-4) or other appropriate form for as long as such options or equity based awards remain outstanding (and maintain the current status of the prospectus with respect thereto). Parent agrees to reserve a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock which shall be subject to each issuable upon the exercise of such Parent Stock Option shall be the number of shares of Company Common Stock subject to each Company Stock Option immediately prior Options. (d) The Company agrees that it will not grant any stock options, restricted stock, stock appreciation rights or limited stock appreciation rights and will not permit cash payments to the Effective Time, multiplied by the Exchange Ratio, rounded, if necessary, down to the nearest whole share holders of Parent Common Stock; provided, however, that notwithstanding anything to the contrary in this Agreement, in all cases such conversion shall be effected in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of the Code with respect to Company Stock Options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 in lieu of the Code).substitution therefor of Parent Stock Options, as described in this Section 5.8. Section 5.9

Company Stock Options and Other Equity-Based Awards. (a) By virtue of the Merger, each Each option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTION") granted under an equity compensation plan of the applicable Company Stock Plans (a "COMPANY STOCK PLAN"), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (collectively, the “Time shall cease to represent a right to acquire shares of Company Common Stock Options”) shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and shall be converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Stock Option”), "PARENT STOCK OPTION") on substantially the same terms and conditions (including any option reload features relating to any Company Stock Option outstanding on the date hereof or granted after the date hereof; provided that any hereafter granted Company Stock Option is granted in accordance with Section 6.02(s)) as were applicable to under such Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions, but taking into account any changes thereto, including the any acceleration thereof, provided for in the relevant Company Stock PlansPlan, in an award agreement or in such Company Stock Option the related award document by reason of this Agreement or the transactions contemplated hereinhereby), except that: (i) each Parent Stock Option shall have an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock for such Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded, if necessary, up to the nearest whole cent; and (ii) the . The number of shares of Parent Common Stock which shall be subject to each such Parent Stock Option shall be equal to the number of shares of Company Common Stock subject to each such Company Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, roundedrounded down, if necessary, down to the nearest whole share of Parent Common Stock, and such Parent Stock Option shall have an exercise price per share (rounded up to the nearest one-hundredth of a dollar) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; provided, however, that notwithstanding anything in the case of any Company Stock Option to which Section 421 of the contrary in this AgreementCode applies as of the Effective Time (after taking into account the effect of any accelerated vesting thereof, in all cases if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such conversion option and the terms and conditions of exercise of such option and any related stock appreciation right shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code (as modified by Section 409A of the Code with respect to Company Stock Options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code).