Common use of Company Stock Options and Related Matters Clause in Contracts

Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock provided for in such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option Consideration"). The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.

Company Stock Options and Related Matters. (a) Each option (collectively, the "“Options"”) granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Company Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 Time, shall automatically become fully vested as of the Effective Time or earlier in accordance with the relevant Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at Stock Option Plan. At the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company La Quinta Entities shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of paired shares (“Paired Common Shares”) (each of which consists of one share of Company Common Stock provided for in and one share of Properties Class B Common Stock) issuable upon exercise of such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal income or state employment Tax withholding tax (the "Option Consideration"). The Company shall take all actions necessary to ensure that required under (i) all Optionsthe Code, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options any applicable state, local or foreign Tax Law or (iii) any other applicable Law. To the extent that any amounts are granted after so withheld, those amounts shall be treated as having been paid to the date holder of such Option for all purposes under this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shallParent, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid Company MergerCo and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and Properties MergerCo acknowledge that all restricted stock awards granted under the Company Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Company Stock Option Plans but in no event later than the date on which the Company's ’s stockholders approve adopt this Agreement Agreement. (c) With respect to each deferred stock unit or restricted stock unit (collectively, the “Stock Units”) granted under the Company Stock Option Plans, which is outstanding as of immediately prior to the Effective Time, the La Quinta Entities shall pay to the holder of each Stock Unit cash in an amount equal to the product of (i) the number of Stock Units and (ii) the TransactionsMerger Consideration, at such time as required under the terms of the award agreement underlying the Stock Units. (d) The Company shall take all actions necessary to terminate the Company Stock Option Plans at the Effective Time.

Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") As of and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior subject to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 occurrence of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at the Effective Time, each outstanding option, warrant or similar right (including any related stock appreciation right) (an "Option") issued, awarded or granted pursuant to any plan, agreement or arrangement of the Company or any Company Subsidiary and entitling the holder thereof to purchase one or more shares of Old Common (the "Company Stock Plans") shall, as of the Effective Time, become fully vested regardless of the vesting schedule contained in any Option agreement or any of the Company Stock Plans. At the Effective Time, after giving effect to any such vesting, each Option shall be canceled, and each holder of a canceled and upon Option shall be entitled to receive, in consideration for the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount in cash equal to the product of (i) result obtained when the number of shares of Old Common Stock provided for in with respect to which such canceled Option has not been exercised as of the cancellation of such Option and (ii) is multiplied by the excess, if any, excess of the Merger Consideration over the exercise price per share provided for in of such Optioncanceled Option (such result obtained, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option ConsiderationSpread"). The total consideration to be paid for the cancellation of all Options is hereinafter referred to as the "Option Cancellation Consideration." The amount of Option Cancellation Consideration to be delivered to the holder of any such Options shall be subject to reduction to satisfy applicable withholding tax obligations. With respect to each such Option, the Company shall take all actions necessary take, or cause to ensure that (i) all Optionsbe taken, to the extent not exercised prior to the Effective Time, all such action so that each such Option shall terminate and be automatically canceled as of the Effective Time and thereafter the holders of each such Option shall only be of no further force or effect, and (ii) no Options are granted after entitled to receive from the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shallSurviving Corporation, at the Effective TimeTime or as soon as practicable thereafter, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share amount in cash equal to (i) five (5) multiplied by (ii) the exercise price per share provided for Spread, if any, in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing exchange for the issuance or grant cancellation of any other interest such Option, subject in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed each case to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereofapplicable withholding tax obligations. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.

Company Stock Options and Related Matters. (a) Each At the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Options") granted under the Company's 1992 June 6, 1989 Stock Incentive Plan (the "1992 Option Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive 2000 Stock Option Plan (the "1982 Plan") and the 1979 Non-Qualified Plan stock option awards listed on Section 3.2 of the Company Disclosure Schedule (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plancollectively, the "Company Stock Option Plans"), ) which is then outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than thereto, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the Options identified in Section 2.2 terms of the applicable Company Disclosure Schedule (Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as hereinafter defined)were applicable under the Company Stock Options, such Options being hereinafter referred to as the "Rollover Options"), shall, at except that from and after the Effective Time, (i) Parent and its Board of Directors shall be canceled substituted for the Company and upon the surrender and cancellation committee of the option agreement representing such OptionBoard of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company shall Stock Option Plan, (xii) pay to the holder thereof cash in an amount equal to the product each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iiii) the number of shares of Parent Common Stock provided for in subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option Consideration"). The Company shall take all actions necessary to ensure that (i) all Options, equal to the extent not exercised prior number of shares of Company Common Stock subject to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover such Company Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shallmultiplied by the Exchange Ratio, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable provided that any fractional shares of Surviving Corporation Parent Common Stock at an resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share equal to (i) five (5) multiplied by (ii) the exercise price per share under each such Company Option by the Exchange Ratio, provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From Notwithstanding clauses (iii) and (iv) of the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 3.2. (b) At or prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options. As soon as practicable after the Effective Time, the Rollover Options Parent shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein file, or ensure that there has been filed, a Registration Statement on Form S-8 (or any successor forms), with respect to the shares of Parent Common Stock subject to such Company Stock Options and which are eligible for registration on Form S-8 (or any Rollover Options that are "incentive stock options" as defined in Section 422 successor form), and shall maintain the effectiveness of such registration statement and the current status of the Internal Revenue Code of 1986prospectus or prospectuses contained therein, for so long as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Codesuch Company Stock Options remain outstanding. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.

Company Stock Options and Related Matters. (a) Each option and stock appreciation right (collectively, the "OptionsOPTIONS") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Company Stock Option Plan Plans (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"as hereinafter defined), which is outstanding (whether or not then currently exercisable) as of immediately prior to the Effective Time date on which Acquisition Sub accepts for payment Shares pursuant to the Offer (the "ACCEPTANCE DATE") and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at on the Effective TimeAcceptance Date, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company Acquisition Sub shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock Shares provided for in such Option and (ii) the excess, if any, of the Merger Consideration Offer Price over the exercise price per share Share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option Consideration")tax. The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective TimeAcceptance Date, shall terminate and be canceled as of the Effective Time Acceptance Date and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement, and (iii) as of the Acceptance Date, the Company Stock Option Plans and all Options issued thereunder shall terminate. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of 1.5 or as may be otherwise agreed to by Parent or Acquisition Sub and the Company, the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time Acceptance Date and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time Acceptance Date and no holder of an Option or any participant in any Company Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation (as hereinafter defined) or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.

Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Company Stock Option Plan Plans (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"as hereinafter defined), which is outstanding (whether or not then currently exercisable) as of immediately prior to the Effective Time date on which Acquisition Sub accepts for payment Shares pursuant to the Offer (the "Acceptance Date") and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at on the Effective TimeAcceptance Date, be canceled and upon the surrender and cancellation of the option agreement representing such Optionin exchange therefor, the Company Parent shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock Shares provided for in such Option and (ii) the excess, if any, of the Merger Consideration Offer Price over the exercise price per share Share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (tax. Notwithstanding the "foregoing, if the exercise price per Share provided for in any Option Consideration")exceeds the Offer Price, no cash shall be paid with regard to such Option to the holder of such Option. The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective TimeAcceptance Date, shall terminate and be canceled as of the Effective Time Acceptance Date and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement, and (iii) as of the Acceptance Date, the Company Stock Option Plans and all Options issued thereunder shall terminate. (b) Each Rollover Option which is outstanding (whether Except as may be otherwise agreed to by Parent or not then exercisable) as of immediately prior to Acquisition Sub and the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective TimeCompany, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time Acceptance Date and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time Acceptance Date and no holder of an Option or any participant in any Company Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any 8 9 equity securities of the Company, the Surviving Corporation (as hereinafter defined) or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.

Company Stock Options and Related Matters. Commencing at least fifteen (a15) Each days prior to the Effective Time, each holder of a then outstanding option to purchase shares of Company Common Stock (collectively, the an "OptionsOption") granted under the Company's 1992 Stock Incentive Plan stock option plans identified on Schedule 2.8 hereto (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plancollectively, the "Stock Option Plans")) (it being understood that the aggregate number of shares of Company Common Stock subject to purchase under such Stock Option Plans is not, which is outstanding (whether or shall not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at the Effective Time, be canceled more than 842,438 shares) shall be entitled to exercise such Option (whether or not such Option would otherwise have been exercisable), and upon if such Options are not so exercised prior to the surrender and Effective Time, immediately prior to the Effective Time, each such holder shall be entitled to receive from the Company in consideration for cancellation of the option agreement representing each such Option, a cash payment (the Company shall (x"Option Consideration") pay to the holder thereof cash in an amount equal to the product of (iw) the number of shares of Common Stock provided for in such Option and (iix) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock provided for in such Option, which cash payment provided that the foregoing shall be subject to the obtaining of any necessary consents of the holders of such Options (the "Optionees") and that, to the extent required by applicable law, such Option Consideration shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "tax. All such Option Consideration"). The Company Consideration shall take all actions necessary to ensure that (i) all Options, be deemed allocable to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of period immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole centextent permitted by applicable law. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable Subject to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Scheduleforegoing, the Stock Option Plans and all Options issued thereunder shall terminate as at the Effective Time. In connection with the foregoing, the Company shall obtain the consent of the Effective Time Optionees to the cancellation of such Options and the provisions in any other plan, program or arrangement providing for the issuance or grant cancellation of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, Company from and after the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth Effective Time in Section 2.2 of consideration for the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as payment provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.herein. A.

Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Company Stock Option Plan Plans (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"as hereinafter defined), which is outstanding (whether or not then currently exercisable) as of immediately prior to the Effective Time date on which Acquisition Sub accepts for payment Shares pursuant to the Offer (the "Acceptance Date") and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at on the Effective TimeAcceptance Date, be canceled and upon the surrender and cancellation of the option agreement representing such Optionin exchange therefor, the Company Parent shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock Shares provided for in such Option and (ii) the excess, if any, of the Merger Consideration Offer Price over the exercise price per share Share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (tax. Notwithstanding the "foregoing, if the exercise price per Share provided for in any Option Consideration")exceeds the Offer Price, no cash shall be paid with regard to such Option to the holder of such Option. The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective TimeAcceptance Date, shall terminate and be canceled as of the Effective Time Acceptance Date and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement, and (iii) as of the Acceptance Date, the Company Stock Option Plans and all Options issued thereunder shall terminate. (b) Each Rollover Option which is outstanding (whether Except as may be otherwise agreed to by Parent or not then exercisable) as of immediately prior to Acquisition Sub and the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective TimeCompany, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time Acceptance Date and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time Acceptance Date and no holder of an Option or any participant in any Company Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation (as hereinafter defined) or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.

Company Stock Options and Related Matters. (a) Each option (collectively, the "OptionsOPTIONS") granted under the Company's 1992 Stock Incentive Plan (the "1992 PlanPLAN"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 PlanPLAN"), the 1982 Incentive Stock Option Plan (the "1982 PlanPLAN") and the 1979 Non-Qualified Plan (the "1979 PlanPLAN" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option PlansSTOCK OPTION PLANS"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock provided for in such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option ConsiderationOPTION CONSIDERATION"). The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the Transactions.not

Company Stock Options and Related Matters. (a) Each option (collectively, the "Company Options") granted under the Company's 1992 Stock 1990 Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive and Stock Option Plan (the "1982 1990 Plan"), the 1991 Incentive and Stock Option Plan (the "1991 Plan"), the 1994 Long-Term Incentive and Stock Option Plan (as revised and restated, the "1994 Plan") and the 1979 Non-Qualified 1996 Directors' Stock Option Plan (the "1979 1996 Plan," and, and the 1996 Plan together with the 1992 1990 Plan, the 1984 1991 Plan and the 1982 1994 Plan, the "Company Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options")thereto, shall, at the Effective Time, be canceled assumed by Parent, subject to the provisions of this Section 3.3 (the "Assumed Options"). The Assumed Options shall not terminate in connection with the Merger and upon shall continue to have, and be subject to, the surrender same terms and cancellation of conditions as set forth in the option agreement representing such OptionCompany Stock Option Plans and agreements (as in effect immediately prior to the Effective Time) pursuant to which the Company Options were granted, provided that (i) all references to the Company shall be deemed to be references to Parent and all references to shares of Company Common Stock shall be deemed to be references to shares of Parent Common Stock, (xii) pay to the holder thereof cash in an amount each Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock provided for in covered by such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option Consideration"). The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at multiplied by the Effective Time, be automatically converted into an option Conversion Ratio and rounded down to acquire 0.2 fully paid and nonassessable the nearest whole number of shares of Surviving Corporation Parent Common Stock at an exercise price per share equal to and (i) five (5) multiplied by (iiiii) the exercise price per share provided for in of Company Common Stock under such Company Option shall be equal to the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be per share of Company Common Stock under the Company Option divided by the Conversion Ratio and rounded up to the nearest whole cent. From Parent shall (A) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Assumed Options pursuant to this Section 3.3, (B) promptly after the Effective Time issue to each holder of an Company Option a document evidencing the assumption by Parent of the Company's obligations with respect thereto under this Section 3.3, and (C) as soon as practicable after the Effective Time, but in no event less than ten (10) business days after the Rollover Options shall Effective Time, use its best efforts to cause to be governed by filed a registration statement or amend an existing registration statement on an appropriate form under the terms Securities Act of 1933, as amended (the "Securities Act"), relating to the Company Stock Option Plans applicable to then in effect and covering the Option for which such Rollover Option is surrendered. shares of Parent Common Stock issuable upon exercise of the Assumed Options. (b) The adjustments provided herein in this Section 3.3 with respect to any Rollover Company Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except The Company's 1997 Employee Stock Purchase Plan, as set forth in Section 2.2 of amended (the "Company Disclosure ScheduleStock Purchase Plan"), the Stock Option Plans shall terminate in accordance with its terms as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect date of the capital stock shareholders meeting of the Company or any of Company, and each participant in the Company Subsidiaries shall be Stock Purchase Plan as of no further force and effect and such date shall be deemed to be deleted have exercised his or her right to purchase under the Company Stock Purchase Plan on such date and shall acquire from the Company (i) such number of whole shares of Company Common Stock as his or her accumulated payroll deductions on such date will purchase at the price specified in the Company Stock Purchase Plan with the entire credit balance in such participant's Stock Purchase Account (as defined in the Company Stock Purchase Plan) (treating the last business day prior to the date of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 shareholders meeting of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than the date on which of purchase for all purposes of the CompanyCompany Stock Purchase Plan) and (ii) cash in the amount of any remaining balance in such participant's stockholders approve this Agreement and account; provided, however, that any participant that has given notice to the TransactionsCompany in accordance with the Company Stock Purchase Plan that such participant requests the distribution of his or her entire credit balance in cash shall receive cash in the amount of the balance in such participant's Stock Purchase Account.

Company Stock Options and Related Matters. (a) Each option (collectively, the "“Options"”) granted under the Company's 1992 2002 Amended and Restated Stock Option Plan for Directors (the “Director Plan”) or the 2002 Amended and Restated Equity Incentive Plan (the "1992 “Equity Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") ,” and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Director Plan, the 1984 Plan and the 1982 Plan, the "“Company Stock Option Plans"”), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 Time, shall become fully vested as of the Effective Time or earlier in accordance with the relevant Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at Stock Option Plan. At the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock provided for in such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (tax. The Company shall cause all Options issued pursuant to the "Director Plan to terminate and cease to be outstanding or of any force or effect immediately following the Effective Time subject only to the right of each holder of an Option Consideration"to receive the cash payment to which such holder is entitled pursuant to this Section 2.2(a). The Company shall use its reasonable best efforts to take all actions, including such actions as set forth in Section 2.2(a) of the Company Disclosure Schedule, necessary to ensure that (i) all OptionsOptions issued pursuant to the Equity Plan, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of cancelled immediately following the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Company Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Company Stock Option Plans but in no event later than the date on which the Company's ’s stockholders approve this Agreement and the TransactionsAgreement.

Company Stock Options and Related Matters. (ai) Each option (collectively, the "Options") granted under ------- the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive 1998 Stock Option Plan (the "1982 1998 Plan") and ), the 1979 Non-Qualified Company's --------- Second 1998 Stock Option Plan (the "1979 Second 1998 Plan" and"), together with and the 1992 1988 ---------------- Executive Share Option Scheme (the "1988 Scheme") of IMPAC Europe ----------- Limited (collectively, the 1998 Plan, the 1984 Second 1998 Plan and the 1982 Plan, 1988 Scheme being referred to herein as the "Stock Option Options Plans"), ------------------- which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised in full or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options")thereto, shall, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the option holder, be canceled and upon the surrender and cancellation of the option agreement or other instrument representing such Option, the Company MergerCo shall pay (xA) pay to the holder thereof cash in an amount equal to the product of (ix) the number of shares of Common Stock provided for in which such Option and is exercisable multiplied by (iiy) ---------- -- the excess, if any, of the Merger Cash Consideration Per Share over the exercise price per share of Common Stock provided for in such Option, which cash payment shall be treated as compensation and shall be paid to such holder net of any applicable federal federal, state or state local withholding tax tax, and (B) subject to the "provisions of Section 2.1(e) above, an amount equal to the product of (x) the number of shares of Common Stock for which such Option Consideration")is exercisable multiplied by (y) ---------- -- the Escrow Consideration Per Share, to be deposited with the Escrow Agent and held in accordance with Section 2.1(e) above and the Escrow Agreement. The Company and MergerCo shall take all actions necessary to ensure that (i1) all Options, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii2) no Options options for the purchase of shares of Common Stock are granted after the date of this Agreement, and (3) as of the Effective Time, the Stock Option Plans and all options for the purchase of shares of Common Stock issued thereunder shall terminate. (ii) Immediately prior to the Effective Time, pursuant to and in accordance with that certain Stock Purchase Agreement dated as of March 12, 1998 by and among the Company, Xxxxxx X. Xxxxxx, H. Xxxxx Xxxxxx, Xxxxxxx X. Xxxxxx, not individually but as Trustee of an Indenture of Trust dated June 4, 1996 for the benefit of Xxxxxx X. Xxxxxx, and Xxxxxx X. Xxxxxx, not individually but as trustee under an Irrevocable Deed and Trust dated August 12, 1992 for the benefit of H. Xxxxx Xxxxxx (the "Xxxxxx Purchase Agreement"), the Xxxxxx Investors, ------------------------- as defined in the Xxxxxx Purchase Agreement, shall sell to the Company and the Company shall purchase from the Xxxxxx Investors, in the respective amounts identified on Schedule 2.2 hereto, that number of ------------ shares of Series A Common Stock which is equal to the number of shares of Common Stock for which the Options granted under the 1998 Plan are then exercisable. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of may be otherwise agreed to by MergerCo and the Company Disclosure ScheduleCompany, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company's Subsidiaries (collectively, the "Company Subsidiaries Subsidiaries") -------------------- shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (dc) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock option awards granted under the Stock Option Plans subject to any vesting schedule shall immediately vest in full or which are not yet by their terms exercisable shall immediately be exercisable in full and the restrictions or conditions associated therewith shall automatically be deemed waived as provided by the Stock Option Plans but in no event later than as of the date on which the Company's stockholders approve this Agreement and the TransactionsEffective Time.

Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 2002 Amended and Restated Stock Option Plan for Directors (the "Director Plan") or the 2002 Amended and Restated Equity Incentive Plan (the "1992 Equity Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") ," and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Director Plan, the "Company Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 Time, shall become fully vested as of the Effective Time or earlier in accordance with the relevant Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at Stock Option Plan. At the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock provided for in such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (tax. The Company shall cause all Options issued pursuant to the "Director Plan to terminate and cease to be outstanding or of any force or effect immediately following the Effective Time subject only to the right of each holder of an Option Consideration"to receive the cash payment to which such holder is entitled pursuant to this Section 2.2(a). The Company shall use its reasonable best efforts to take all actions, including such actions as set forth in Section 2.2(a) of the Company Disclosure Schedule, necessary to ensure that (i) all OptionsOptions issued pursuant to the Equity Plan, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of cancelled immediately following the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement. (b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be of no further force and effect and shall be deemed to be deleted as of the Effective Time and no holder of an Option or any participant in any Stock Option Plan or any other plans, programs or arrangements (other than holders of Rollover Options) shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (d) Except as set forth in Section 2.2 of the Company Disclosure Schedule, Parent and MergerCo acknowledge that all restricted stock awards granted under the Company Stock Option Plans shall immediately vest and the restrictions associated therewith shall automatically be deemed waived as provided by the Company Stock Option Plans but in no event later than the date on which the Company's stockholders approve this Agreement and the TransactionsAgreement.