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

Company Stock Options and Related Matters. (a) At the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Options") granted under the Company's June 6, 1989 Stock Option Plan, 2000 Stock Option Plan and the stock option awards listed on Section 3.2 of the Company Disclosure Schedule (collectively, the "Company Stock Option Plans") which is then outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior 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 terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock 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 exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. 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.

Company Stock Options and Related Matters. As of and subject to the occurrence of the Effective Time, each outstanding option, warrant or similar right (aincluding 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 Option shall be canceled, and each holder of a canceled Option shall be entitled to purchase shares receive, in consideration for the cancellation of Company Common Stock (collectivelysuch Option, the "Company Options") granted under the Company's June 6, 1989 Stock Option Plan, 2000 Stock Option Plan and the stock option awards listed on Section 3.2 of the Company Disclosure Schedule (collectively, the "Company Stock Option Plans") which is then outstanding immediately prior an amount in cash equal to the Effective Time and which has not been exercised or canceled prior 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 terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) result obtained when the number of shares of Parent Old Common Stock with respect to which such canceled Option has not been exercised as of the cancellation of such Option is multiplied by the excess of the Merger Consideration over the exercise price per share of such canceled Option (such result obtained, the "Spread"). 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 Option shall take, or cause to be equal to the number of shares of Company Common Stock subject to such Company Option immediately taken, prior to the Effective Time multiplied by the Exchange RatioTime, provided all such action so that any fractional shares of Parent Common Stock 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 automatically canceled as of the per share exercise price under Effective Time and the holders of each such Company Option by shall only be entitled to receive from the Exchange RatioSurviving Corporation, provided that such exercise price shall be rounded up at the Effective Time or as soon as practicable thereafter, an amount in cash equal to the nearest cent. Notwithstanding clauses (iii) and (iv) Spread, if any, in exchange for the cancellation of the preceding sentencesuch Option, subject in 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 case 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 3.2applicable withholding tax obligations.

Company Stock Options and Related Matters. Commencing at least fifteen (a15) At days prior to the Effective Time, each holder of a then outstanding option to purchase shares of Company Common Stock (collectively, the an "Company OptionsOption") granted under the Company's June 6, 1989 Stock Option Plan, 2000 Stock Option Plan and the stock option awards listed plans identified on Section 3.2 of the Company Disclosure Schedule 2.8 hereto (collectively, the "Company Stock Option Plans") which is then outstanding immediately prior to (it being understood that the Effective Time and which has not been exercised or canceled prior 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 terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the aggregate number of shares of Company Common Stock subject to purchase under such Stock Option Plans is not, or shall not at the Effective Time, be more than 842,438 shares) shall be entitled to exercise such Option (whether or not such Option would otherwise have been exercisable), and if such Options are not so exercised prior to the Effective Time, immediately prior to the Effective Time, each such holder shall be entitled to receive from the Company in consideration for cancellation of each such Option, a cash payment (the "Option Consideration") in an amount equal to the product of (w) the number of shares provided for in such Option and (x) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock provided for in such Option, 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. All such Option Consideration shall be deemed allocable to the period immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock 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 extent permitted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up applicable law. Subject to the nearest centforegoing, the Stock Option Plans and all Options issued thereunder shall terminate at the Effective Time. Notwithstanding clauses (iii) and (iv) In connection with the foregoing, the Company shall obtain the consent of the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 Optionees to the cancellation of such Options and the cancellation of any right to acquire equity securities of the Code, Company from and after the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of Effective Time in consideration for the option within the meaning of Section 424(h) of the Codepayment provided herein. Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 3.2.A.

Company Stock Options and Related Matters. (a) At the Effective Time, each Each option to purchase shares of Company Common Stock (collectively, the "Company Options") granted under the Company's June 6, 1989 Amended and Restated 1998 Stock Option Plan, 2000 Stock Option and Incentive Plan and the stock option awards listed on Section 3.2 of the Company Disclosure Schedule (collectively, the "Company Stock Option PlansPlan") ), which is outstanding (whether or not then outstanding exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, whether or shall, at the Effective Time, be assumed by Parent, subject to the provisions of this Section 3.2 (the "Assumed Options"). The Assumed Options shall not then vested terminate in connection with the Merger and exercisableshall continue to have, and be subject to, the same terms and conditions as set forth in the Company Stock Option Plan 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 cease be deemed to represent a right be references to acquire Parent and all references to shares of Company Common Stock and shall be converted automatically into an option deemed to purchase be references to shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may shall be exercised solely exercisable for shares of Parent Common Stock, (iii) the that number of whole shares of Parent Common Stock subject to such Company Option shall be equal to the product of the number of shares of Company Common Stock subject to covered by such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, provided that any fractional Ratio (as defined below) and rounded to the nearest whole number of shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iviii) the exercise price per share exercise price of Company Common Stock under each such Company Option shall be adjusted by dividing equal to the exercise price per share exercise price of Company Common Stock under each such the Company Option divided by the Option Exchange Ratio, provided that such exercise price shall be Ratio and rounded up to the nearest cent. Notwithstanding clauses Parent shall (iiiA) and (iv) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 exercise of the Code, and the regulations promulgated thereunder, so as not such Assumed Options pursuant 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) promptly after the Effective Time issue to each holder of a Company Option a document evidencing the assumption by Parent of the Company's obligations with respect thereto under this Section 3.2, and (C) promptly after the Effective Time, cause to be filed a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company Stock Option Plans then in effect and covering the shares of Parent Common Stock issuable upon exercise of the Assumed Options. As used in this Section 3.2, "

Company Stock Options and Related Matters. (a) Each option (collectively, the “Options”) granted under the 2002 Amended and Restated Stock Option Plan for Directors (the “Director Plan”) or the 2002 Amended and Restated Equity Incentive Plan (the “Equity Plan,” and together with the Director Plan, the “Company Stock Option Plans”), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time, shall become fully vested as of the Effective Time or earlier in accordance with the relevant Company Stock Option Plan. At the Effective Time, each upon the surrender and cancellation of the option to purchase shares of Company Common Stock (collectivelyagreement representing such Option, the "Company Options") granted under the Company's June 6, 1989 Stock Option Plan, 2000 Stock Option Plan and the stock option awards listed on Section 3.2 of the Company Disclosure Schedule (collectively, the "Company Stock Option Plans") which is then outstanding immediately prior shall pay to the Effective Time and which has not been exercised or canceled prior thereto, whether or not then vested and exercisable, shall cease holder thereof cash in an amount equal to represent a right to acquire shares the product 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 terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to 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. 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 to receive the cash payment to which such holder is entitled pursuant to this Section 2.2(a). The Company Option immediately 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 all Options issued pursuant to the Equity Plan, to the extent not exercised prior to the Effective Time, shall terminate and be cancelled immediately following the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares and thereafter be of Parent Common Stock 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 exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. 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 no further force 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 3.2effect.

Company Stock Options and Related Matters. (a) At the Effective Time, each Each option to purchase shares of Company Common Stock (collectively, the "Company Options") granted under the Company's June 6, 1989 Stock Option Plan, 2000 1990 Incentive and Stock Option Plan (the "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 stock option awards listed on Section 3.2 of 1996 Directors' Stock Option Plan (the Company Disclosure Schedule (collectively"1996 Plan," and the 1996 Plan together with the 1990 Plan, the 1991 Plan and the 1994 Plan, the "Company Stock Option Plans") ), which is outstanding (whether or not then outstanding exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, whether or shall, at the Effective Time, be assumed by Parent, subject to the provisions of this Section 3.3 (the "Assumed Options"). The Assumed Options shall not then vested terminate in connection with the Merger and exercisableshall continue to have, and be subject to, the same terms and conditions as set forth in the Company 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 cease be deemed to represent a right be references to acquire Parent and all references to shares of Company Common Stock and shall be converted automatically into an option deemed to purchase be references to shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may shall be exercised solely exercisable for shares of Parent Common Stock, (iii) the that number of whole shares of Parent Common Stock subject to such Company Option shall be equal to the product of the number of shares of Company Common Stock subject to covered by such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional Conversion Ratio and rounded down to the nearest whole number of shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iviii) the exercise price per share exercise price of Company Common Stock under each such Company Option shall be adjusted by dividing equal to the exercise price per share exercise price of Company Common Stock under each such the Company Option divided by the Exchange Ratio, provided that such exercise price shall be Conversion Ratio and rounded up to the nearest cent. Notwithstanding clauses Parent shall (iiiA) 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 (ivC) as soon as practicable after the Effective Time, but in no event less than ten (10) business days after the Effective Time, use its best efforts to cause to be filed a registration statement or amend an existing registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company Stock Option Plans then in effect and covering the shares of Parent Common Stock issuable upon exercise 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 3.2Assumed Options.

Company Stock Options and Related Matters. (a) At the Effective Time, each Each option to purchase shares of Company Common Stock (collectively, the "Company Options") granted under the Company's June 6, 1989 Stock Option Plan, 2000 2002 Amended and Restated Stock Option Plan for Directors (the "Director Plan") or the 2002 Amended and Restated Equity Incentive Plan (the stock option awards listed on Section 3.2 of "Equity Plan," and together with the Company Disclosure Schedule (collectivelyDirector Plan, the "Company Stock Option Plans") ), which is outstanding (whether or not then outstanding exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, whether or not then vested and exercisableTime, shall cease to represent a right to acquire shares become fully vested as 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, the Effective Time or earlier in accordance with the terms of the applicable relevant Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after Plan. At the Effective Time, upon the surrender and cancellation of the option agreement representing such Option, the Company shall pay to the holder thereof cash in an amount equal to the product of (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to 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. 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 to receive the cash payment to which such holder is entitled pursuant to this Section 2.2(a). The Company Option immediately 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 all Options issued pursuant to the Equity Plan, to the extent not exercised prior to the Effective Time, shall terminate and be cancelled immediately following the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares and thereafter be of Parent Common Stock 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 exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. 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 no further force 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 3.2effect.

Company Stock Options and Related Matters. (a) At Immediately prior to the Effective Time, and except as may be set forth on Schedule 1.7 of the Company's Disclosure Letter or otherwise consented to by the Purchaser, each option outstanding, unexercised option, warrant or other right to purchase shares of Company the Company's Common Stock (collectivelyan "Option"), the "Company Options") including but not limited to Options to purchase Shares heretofore granted under the Company's June 6, 1989 1996 Stock Option Incentive Plan, 2000 Stock Option Plan and the stock option awards listed on Section 3.2 of the Company Disclosure Schedule as amended (collectively, the "Company Stock Option PlansPlan") which is then outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto), whether or not then vested and exercisable, shall cease to represent either have been surrendered by the holders, or shall by its terms terminate and be cancelled by the Company and each holder of a right to acquire shares of Company Common Stock and cancelled Option shall be converted automatically into an option to purchase shares paid from the Surviving Corporation as of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, in cancellation and settlement of such Option, a cash payment in an amount equal the product of (ia) Parent and its Board the excess, if any, of Directors (x) the Merger Consideration over (y) the per Share exercise price of such Option, times (b) the number of Eligible Shares (as defined below) subject to such Option. Such cash payment shall be substituted for net of any required withholding taxes. The term "Eligible Shares" shall mean the Company aggregate number of Shares that shall then be subject to purchase under any option which shall be vested and the committee exercisable as of the Board Effective Time. The Company's obligation to make any such cash payment (1) shall be subject to the obtaining of Directors any necessary consents of optionees to the Company cancellation of such Options, in form and substance satisfactory to Purchaser, and (including, if applicable, 2) shall not require any action which violates the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock 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 exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. 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.