Common use of Company Stock Options; Warrants Clause in Contracts

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be cancelled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to (A) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the Merger Consideration, minus (B) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the per share exercise price of such Company Stock Option (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0); and (ii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time shall be cancelled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0). As of the Closing, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock OptionsOptions and Company Restricted Stock, whether vested or unvested, as necessary to provide thatthat the restrictions on outstanding Company Restricted Stock shall lapse, so that the Company Restricted Stock shall become fully vested, before the Effective Time, the Company Stock Options will become fully exercisable and may be exercised before the Effective Time, and, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be cancelled canceled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to (A) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the excess, if any, of the Merger Consideration, minus (B) Consideration over the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the exercise price per share exercise price of such Company Stock Option (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0)Option; and (ii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time shall be cancelled canceled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0). As Such payment shall be made promptly following the Effective Time. All amounts payable pursuant to this Section 5.04(b) shall be subject to any required withholding of the Closing, the taxes and shall be paid without interest. The Company will have has obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor ) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "Company Stock Option" or collectively, "Company Stock Options") issued pursuant to the Company's 1996 Stock Option and Grant Plan or the Company's 1996 Directors Stock Option Plan (collectively the "Company Plans") or otherwise, shall be canceled and in exchange therefor, Parent shall pay to the holder thereof a cash payment per Company Stock Option, without interest, determined by multiplying (i) the excess, if any, of the product of the Average Stock Price multiplied by the Exchange Ratio over the applicable per share exercise price of such Company Stock Option outstanding immediately prior to the Effective Time shall be cancelled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to by (A) the product of (1ii) the number of shares of Company Common Stock for which underlying such Company Stock Option immediately prior to the Effective Time, less applicable withholding tax. The Company shall take all actions necessary to ensure that (i) all Company Stock Options, to the extent not theretofore have been 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, (ii) no Company Stock Options are granted after the date of this Agreement and (2iii) as of the Effective Time, the Company Plans and all Company Stock Options issued thereunder shall terminate. (b) At the Effective Time, each outstanding and exercisable warrant that entitles the holder to purchase a share of Company Common Stock (a "Warrant" or collectively "Warrants"), shall be converted into and shall become the right to receive a cash payment per Warrant, without interest, determined by multiplying (i) the Merger Considerationexcess, minus (B) if any, of the product of the Average Stock Price multiplied by the Exchange Ratio over the applicable per share exercise price of such Warrant by (1ii) the number of shares of Company Common Stock underlying such Warrant immediately prior to the Effective Time. At the Effective Time, all outstanding Warrants shall be canceled and be of no further force or effect except for which such Company Stock Option shall not theretofore have been exercised and (2) the per share exercise price of such Company Stock Option (right to receive cash to the extent provided that if such calculation results in a negative numberthis Section 2.4. Prior to the Effective Time, the lump sum cash payment Company shall be deemed to be $0); and (ii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing take all actions that are appropriate necessary to give effect to the Mergertransactions contemplated by this Section 2.4. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time shall be cancelled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0). As of the Closing, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the The Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvestedrequisite action so that, as necessary to provide that, at of the Effective Time, each Company Stock Option that is outstanding immediately prior to, and vested as of, the Effective Time, by virtue of the Merger and without further action on the part of Buyer, Sub, the Company or the holder of that Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Option Share Amount multiplied by (ii) the aggregate number of vested shares of Company Common Stock into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Each Company Stock Option, solely to the extent not vested as of the Effective Time, by virtue of the Merger and without further action on the part of Buyer, Sub, the Company or the holder of that Company Stock Option, shall be cancelled and no payment shall be made with respect to such unvested shares of Company Common Stock. The payment of the Option Share Amount to the holder of a Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, or (B) any applicable state, local or foreign Tax Laws. To the extent that any amounts are withheld, such amounts shall be treated for all purposes as having been paid to the holder of that Company Stock Option. (b) The Company shall take all requisite action so that, as of the Effective Time, each Warrant that is outstanding immediately prior to the Effective Time Time, whether or not then exercisable or vested, by virtue of the Merger and without further action on the part of Buyer, Sub, the Company or the holder of that Warrant, shall be cancelled and converted into the holder thereof shall then become entitled right to receivereceive an amount in cash, as soon as practicable following the Effective Timewithout interest, a single lump sum cash payment equal to (Ai) the product of Warrant Share Amount multiplied by (1ii) the aggregate number of shares of Company Common Capital Stock for into which such Company Stock Option shall not theretofore have been exercised and (2) the Merger Consideration, minus (B) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the per share exercise price of such Company Stock Option (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0); and (ii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each applicable Warrant outstanding was exercisable immediately prior to the Effective Time (whether or not then vested or exercisable by its terms). The payment of the Warrant Share Amount to the holder of a Warrant shall be cancelled in exchange for a lump sum cash payment equal to (i) the product of reduced by any income Tax withholding required under (A) the number of shares of Company Common Stock subject to such Warrant and Code, or (B) any applicable state, local or foreign Tax Laws. To the Merger Considerationextent that any amounts are withheld, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment amounts shall be deemed treated for all purposes as having been paid to be $0). As of the Closing, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing DateWarrant.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at At the Effective Time, each outstanding, vested and exercisable option to purchase shares of Company Common Stock (including those options that will become exercisable upon a change in control of the Company) (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the 1989 Incentive Stock Option Plan, the 1995 Incentive Stock Option Plan, the 1995 Formula Stock Option Plan, the 1998 Long-Term Performance Incentive Plan or the Non-Qualified Stock Option Plan of the Company (collectively the "Company Plans") or issued outside the Company Plans via special grants by the Company's Stock Option Committee to certain employees shall be converted into and shall become the right to receive a cash payment per Company Stock Option, without interest, determined by multiplying (i) the excess, if any, of the Per Share Amount over the applicable per share exercise price of such Company Stock Option outstanding immediately prior to the Effective Time shall be cancelled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to by (A) the product of (1ii) the number of shares of Company Common Stock for which such underlying the Company Stock Option shall not theretofore have been exercised Options immediately prior to the Effective Time; provided that Parent and (2) Acquisition may, with the Merger Considerationconsent of the option holder, minus (B) treat such options differently. At the product of (1) the number of Effective Time, all outstanding options to purchase shares of Company Common Stock (including those options that are not exercisable at the time of the Merger) shall be canceled and be of no further force or effect except for which such Company Stock Option shall not theretofore have been exercised and (2) the per share exercise price of such Company Stock Option (right to receive cash to the extent provided that if such calculation results in a negative numberthis Section 2.11. Prior to the Effective Time, the lump sum cash payment Company shall be deemed to be $0); and take all actions (iiincluding, if appropriate, amending the terms of any Company Plan) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing that are appropriate necessary to give effect to the Mergertransactions contemplated by this Section 2.11. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to At the Effective Time shall be cancelled in exchange for a lump sum cash payment equal Time, each outstanding and exercisable warrant that entitles the holder to (i) the product of (A) the number of purchase shares of Company Common Stock subject Stock, (a "Warrant" or collectively "Warrants") sold pursuant to such Warrant Company's initial public offering of its common stock shall be converted into and (B) shall become the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject right to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in receive a negative number, the lump sum cash payment shall be deemed to be $0). As of the Closingper Warrant, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.without

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be cancelled canceled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to (A) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the excess, if any, of the Merger Consideration, minus (B) Consideration over the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the exercise price per share exercise price of such Company Stock Option (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0)Option; and (ii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time shall be cancelled canceled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0). As Such payment shall be made promptly following the Effective Time. All amounts payable pursuant to this Section 5.04(b) shall be subject to any required withholding of the Closing, the taxes and shall be paid without interest. The Company will have has obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor ) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be cancelled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to (A) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the Merger Consideration, minus (B) the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the per share exercise price of such Company Stock Option (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0); and (ii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time shall be cancelled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0). As of the Closing, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "“phantom" ” stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("“ESPP"”) to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "“Offering Termination Date" ” (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, Options (other than rights under the ESPP) as necessary to provide that, at the Effective Time, each such Company Stock Option outstanding immediately prior to the Effective Time Time, whether vested or unvested, shall be cancelled canceled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum cash payment equal to (A) the product of (1) the number of shares of Company Common Stock for which subject to such Company Stock Option shall not theretofore have been exercised and (2) the excess, if any, of the Merger Consideration, minus (B) Consideration over the product of (1) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised and (2) the exercise price per share exercise price of such Company Stock Option Option; (provided that ii) terminate the ESPP (and any then outstanding offering period thereunder) at the Effective Time in accordance with the terms of the ESPP as in effect on the date hereof and refund without interest to each participant (or such participant’s beneficiary) as soon as practicable thereafter the entire amount, if such calculation results any, in a negative number, the lump sum cash payment shall be deemed to be $0)each participant’s account thereunder; and (iiiii) make such other changes to the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time shall be cancelled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Merger Consideration, minus (ii) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the per share exercise price of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0). As of the Closing, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to Section 5.04(a) and (b5.04(a)(i) shall be subject to any required withholding of Taxes and shall be paid without interest as soon as practicable following the Effective Time. (dc) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor ) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "“phantom" ” stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.

Company Stock Options; Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that, at the Effective Time, each outstanding option to purchase shares of Company Common Stock under the Company Stock Plans (individually, a "Company Stock Option" and collectively, the "Company Stock Options") shall -------------------- --------------------- be canceled and retired by virtue of the Merger and each holder of a Company Stock Option outstanding immediately prior shall cease to have any rights with respect thereto, other than the Effective Time right to receive the Option Consideration, if any, in accordance with this Section 1.6(a). Except as set forth on Schedule 1.6, each holder of a Company Stock Option, whether or not then exercisable, shall be cancelled and the holder thereof shall then become entitled to receive, as soon as practicable following the Effective Time, a single lump sum receive in cash payment equal to an amount determined by multiplying (Ai) the product excess, if any, of the Merger Consideration over the exercise price per share provided in such Company Stock Option, by (1ii) the number of shares of Company Common Stock for which subject to such Company Stock Option (such amount being hereinafter referred to as the "Option ------ Consideration"). Payment of the Option Consideration shall not theretofore have been exercised be made by the ------------- Company, subject to the terms and (2) conditions of this Agreement, as soon as practicable after consummation of the Merger Consideration, minus (B) and receipt by the product Company of (1) the number of shares of Company Common Stock for which surrendered option agreement representing such Company Stock Option shall not theretofore have been exercised and (2) a written instrument, reasonably satisfactory to Parent, duly executed by the per share exercise price holder of such Company Stock Option setting forth (provided x) a representation by such holder that if he or she is the owner of all options represented by such calculation results in Company Stock Option and (y) a negative numberconfirmation of, and consent to, the lump sum cash payment cancellation of all of the options represented by such Company Stock Option. All amounts payable pursuant to this Section 1.6(a) shall be deemed subject to any required withholding of taxes and shall be $0); and (ii) make such other changes to paid without interest. At the Effective Time, the Company Stock Plans as the Company and Parent may agree in writing are appropriate to give effect to the Mergershall terminate. (b) As soon as practicable following the date of this Agreement, the Board of Directors of the Company Effective Time, each outstanding Warrant shall adopt such resolutions or take such be canceled and retired by virtue of the Merger and each holder of a Warrant shall cease to have any rights with respect thereto, other actions (than the right to receive the Warrant Consideration, if any) as may be required to provide that each Warrant outstanding immediately prior to the Effective Time , in accordance with this Section 1.6(b). Each holder of a Warrant, whether or not then exercisable, shall be cancelled entitled to receive in exchange for a lump sum cash payment equal to an amount determined by multiplying (i) the product excess, if any, of the Merger Consideration over the exercise price per share provided in such Warrant, by (Aii) the number of shares of Company Common Stock subject to such Warrant (such amount being hereinafter referred to as the "Warrant ------- Consideration"). Payment of the Warrant Consideration shall be made by the ------------- Company, subject to the terms and (B) conditions of this Agreement, as soon as practicable after consummation of the Merger Considerationand receipt by the Company of the surrendered Warrant and a written instrument, minus reasonably satisfactory to Parent, duly executed by the holder of such Warrant setting forth (iix) a representation by such holder that he or she is the product owner of (A) the number of shares of Company Common Stock subject to all rights represented by such Warrant and (By) a confirmation of, and consent to, the per share exercise price cancellation of such Warrant (provided that if such calculation results in a negative number, the lump sum cash payment shall be deemed to be $0)Warrant. As of the Closing, the Company will have obtained all consents of the holders of the Warrants necessary to effectuate the foregoing. (c) All amounts payable to holders of the Company Stock Options or Warrants pursuant to this Section 5.04(a) and (b1.6(b) shall be subject to any required withholding of Taxes taxes and shall be paid without interest as soon as practicable following the Effective Timeinterest. (d) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option (or former holder of a Company Stock Option), nor any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement, shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including "phantom" stock or stock appreciation rights). In addition, the Company shall, subject to receiving applicable consents and contingent upon the Closing, amend the 1999 Employee Stock Purchase Plan ("ESPP") to (i) provide that as of the date of this Agreement, no participant in the ESPP may increase his or her payroll deductions or contributions to such plan, and (ii) terminate the ESPP and provide that the "Offering Termination Date" (as such term is defined in Section 4.1 of the ESPP) for the offering beginning August 1, 2005, shall be the date prior to the Closing Date.