Common use of Company Stock Options Clause in Contracts

Company Stock Options. Prior to the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) to be automatically converted at the Effective Time into an option (a "CNT Exchange Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, equal to the number of shares of Company Common Stock issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreement.

Company Stock Options. Prior (a) Each option (collectively, the "Company Options") granted under the Company's Amended and Restated Stock Option Plan (the "Old Plan"), the Amended and Restated 1994 Stock Option Plan (the "1994 Plan") and the Amended and Restated Directors' Nonqualified Stock Option Plan (the "Directors' Plan" and, together with the Old Plan and the 1994 Plan, the "Company Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and is held by a person who is a director or an employee at the Company immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, shall, at the Effective Time, be assumed by Parent, subject to its terms (including acceleration of vesting that will occur as a consequence of this Merger according to the Company Stock Option Plans and the instruments governing the Company Options) and the provisions of this Section 2.3 (the "Assumed Options"). The Assumed Options shall not terminate in connection with the Merger and shall 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 Assumed Options were granted, CNT shall, and SPX shall cause except that (i) all references to the Company to, take all such actions as may shall be necessary to cause each Company Stock Option (as defined in Section 3.2) deemed to be automatically converted at the Effective Time into an option references to Parent and all references to shares of Company Common Stock shall be deemed to be references to shares of Parent Common Stock, (a "CNT Exchange Option"ii) to purchase each Assumed Option shall be exercisable for that number of whole shares of common stock, par value $0.01 per share, of CNT (the "CNT Parent Common Stock"), together with the associated CNT stock purchase rights, Stock equal to the product of the number of shares of Company Common Stock that were issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock subject Assumed Option immediately prior to the Effective Time divided multiplied by the Option Exchange Conversion Ratio, and with such CNT Exchange Option being otherwise subject rounded down to the same terms nearest whole number of shares of Parent Common Stock, (iii) the exercise price per share of Parent Common Stock under such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which the subject Assumed Option was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest cent, and conditions as (iv) the terms period of exercisability under each Assumed Option following termination of employment or, in the case of non-employee directors, termination of their service on the board of directors (including termination for retirement, death or total and conditions permanent disability, but excluding termination for cause) shall be amended and deemed to continue for the entire remaining term of the Assumed Option. Parent shall (A) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Company Stock Assumed Options pursuant to this Section 2.3, (B) promptly after the Effective Time issue to each holder of an Assumed Option immediately before a document evidencing the assumption and amendment by Parent of the Company's obligations with respect thereto under this Section 2.3 and (C) as soon as reasonably practicable after the Effective Time, but giving effect to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall no event later than fifteen (i15) from and business days after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject cause to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") be filed a registration statement or registration statements or amend an existing registration statement or registration statements on Form S-8 appropriate forms under the Securities Act relating to the Company Stock Option Plans then in effect and covering the shares to be issued of Parent Common Stock issuable upon exercise of the CNT Exchange Assumed Options. For purposes Parent shall use its commercially reasonable efforts to maintain the effectiveness of this Section 2.8, such registration statement or registration statements for so long as any Assumed Options remain outstanding. All Company Options which are not Assumed Options shall terminate upon the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this AgreementEffective Time.

Company Stock Options. Prior (A) The Company shall take any and all action necessary to provide that, at the Effective Time, CNT shalleach option to purchase shares of Company Common Stock granted under a Company Benefit Plan (other than purchase rights under the Company ESPP) (“Company Stock Option”) that is outstanding and unexercised immediately prior to the Effective Time (including Company Stock Options that become exercisable in connection with the transactions contemplated by this Agreement) shall cease to represent a right to acquire shares of Company Common Stock, and SPX Parent shall cause the Company to, take all assume each such actions as may be necessary to cause each Company Stock Option (hereinafter an “Assumed Option”), which shall, effective as defined in Section 3.2) to be automatically converted at of the Effective Time into an option (a "CNT Exchange Option") Time, represent the right to purchase Parent ADSs, subject to the terms of the applicable Company Benefit Plan and Company Stock Option award agreement; provided, however, that (1) the number of shares Parent ADSs purchasable upon exercise of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, such Assumed Option shall be equal to the number of shares of the Company Common Stock issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect that were purchasable under such Company Stock Option immediately prior to the Effective Time divided multiplied by the Option Equity Compensation Exchange RatioRatio and rounded down to the nearest whole Parent ADS, and with (2) the per share exercise price under such CNT Exchange Assumed Option being otherwise subject to shall be adjusted by dividing the same terms and conditions as the terms and conditions of per share exercise price under such Company Stock Option immediately before the Effective Time, but giving effect prior to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time by the Equity Compensation Exchange Ratio and rounding up to the nearest whole cent, each in compliance with the “ratio test” and the “spread test” of the Treasury Regulations under Section 424 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), in the event of Company Stock Options that are intended to be treated as “incentive stock options as defined in options” within the meaning of Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise under Section 409A of the CNT Exchange Options. For purposes Code in the case of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreementnon-qualified stock options.

Company Stock Options. Prior to As of the Effective Time, CNT shallby virtue of the Merger and without any action on the part of the Parties or any holders thereof, and SPX shall cause each option to purchase shares of Company Common Stock granted under the Company toEquity Plans (each, take all such actions as may be necessary to cause each a “Company Stock Option (Option”), whether vested or unvested, that is outstanding and unexercised as defined in Section 3.2) of immediately prior to be automatically converted at the Effective Time shall vest in full (if not already vested) and be assumed by Parent and shall be converted into an option (a "CNT Exchange “Parent Stock Option"”) to purchase that a number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Parent Common Stock"), together with the associated CNT stock purchase rights, Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock issuable subject to such Company Stock Option as of immediately prior to the Effective Time upon exercise of such Company Stock Option and (without regard to actual restrictions on exercisabilityii) multiplied by the Option Exchange Ratio (as hereinafter defined)Ratio, with at an exercise price per share of Parent Common Stock (rounded up to the nearest cent) equal to the exercise price which was in effect per share of Company Common Stock under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio. Except as otherwise provided in this Section 2.4(a), each Company Stock Option assumed and converted into a Parent Stock Option pursuant to this Section 2.4(a) shall continue to have, and with such CNT Exchange Option being otherwise shall be subject to to, the same terms and conditions as applied to the terms and conditions of such corresponding Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchase. It is the intention as of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with Notwithstanding the issuance foregoing, (A) in the case of CNT Exchange Options, CNT shall (i) from and after any Company Stock Option to which Section 421 of the Code applies as of the Effective TimeTime (after taking into account the effect of any accelerated vesting thereof, upon if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of CNT Exchange Options, make available for issuance all shares of CNT Parent Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to such option and the terms and conditions applicable thereto, of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code and (iiB) within 10 days following in the case of any Company Stock Option to which Section 421 of the Code does not apply as of the Effective TimeTime (after taking into account the effect of any accelerated vesting thereof, file if applicable), the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of each Company Stock Option shall be determined in a manner consistent with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise requirements of Section 409A of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this AgreementCode.

Company Stock Options. Prior (a) At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, CNT shallwhether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and SPX Parent shall cause assume such Company Stock Option in accordance with the terms of the applicable Company toStock Plan and the terms of the Contract by which such Company Stock Option is evidenced. All rights with respect to Company Common Stock under Company Stock Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, take all such actions as may be necessary to cause from and after the Effective Time: (i) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (as defined in Section 3.2ii) to be automatically converted at the Effective Time into an option (a "CNT Exchange Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Parent Common Stock"), together with the associated CNT stock purchase rights, equal Stock subject to each Company Stock Option assumed by Parent shall be determined by multiplying the number of shares of Company Common Stock issuable immediately prior that were subject to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Stock Option being otherwise assumed by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective TimeOption, but giving as in effect to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with , by the issuance of CNT Exchange OptionsRatio, CNT shall and rounding the resulting exercise price up to the nearest whole cent; and (iiv) from and after any restriction on the Effective Time, upon exercise of CNT Exchange Optionsany Company Stock Option assumed by Parent shall continue in full force and effect and the term, make available for issuance all shares exercisability, vesting schedule and other provisions of CNT Common such Company Stock covered thereby (together with Option shall otherwise remain unchanged as a result of the associated CNT stock purchase rights)assumption of such Company Stock Option; provided, subject however, that the board of directors of Parent or a committee thereof shall succeed to the terms authority and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise responsibility of the CNT Exchange Options. For purposes board of this Section 2.8, directors of the "Company or any committee thereof with respect to each Company Stock Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreementassumed by Parent.

Company Stock Options. Prior Section 2.4 of the Company Disclosure Letter identifies each plan (a “Company Stock Option Plan”) under which there are outstanding options to purchase Company Common Stock (each a “Company Option”), the total number of shares of Company Common Stock subject to all of the Company Options, the option price for each Company Option and the vesting dates thereof. At the Effective Time, CNT shalleach then outstanding Company Option, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) to be automatically converted whether or not exercisable at the Effective Time, will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option (including any applicable stock option agreement or other document evidencing such Company Option) immediately prior to the Effective Time into an option (a "CNT Exchange Option"including any repurchase rights or vesting provisions), except that (i) to purchase each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of common stock, par value $0.01 per share, of CNT (the "CNT Parent Common Stock"), together with the associated CNT stock purchase rights, Stock equal to the product of the number of shares of Company Common Stock that were issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided multiplied by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject rounded down to the same terms and conditions as nearest whole number of shares of Parent Common Stock, (ii) the terms and conditions per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock of such Company Stock Option immediately before by the Effective TimeExchange Ratio, but giving effect rounded up to the Stock Purchasenearest whole cent and (iii) any references to the Company shall become references to Parent and any references to the Board shall be to the Parent Board. It is the intention of the parties that the CNT Exchange Options qualify Each assumed Company Option shall be vested immediately following the Effective Time as incentive stock options as defined in Section 422 to the same percentage of the Code if and total number of shares subject thereto as it was vested as to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject except to the extent such Company Option (either by its terms and conditions applicable theretoor by the terms of another agreement) provides for acceleration of vesting. As soon as reasonably practicable, and (ii) within 10 days Parent will issue to each holder of an assumed Company Option a document evidencing the foregoing assumption of such Company Option by Parent. Immediately following the Effective Time, Parent shall file with the Securities and Exchange Commission (the "SEC") a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-8 covering or another appropriate form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to Company Options assumed by Parent pursuant hereto and shall cause such registration statement to remain in effect for so long as such assumed Company Option remain outstanding. Prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares to be issued upon of Parent Common Stock for delivery in connection with the exercise of the CNT Exchange converted Company Options. For purposes of this Section 2.8, the "If converting a Company Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT into an option to purchase Parent Common Stock on using the Nasdaq National Market System ("Nasdaq"Exchange Ratio would result in a loss of “incentive stock option” status under Section 422 of the Code for a Company Option, such conversion shall be effected in accordance with a procedure that is more likely to preserve such status in light of the provisions of Section 424(a) on of the trading day immediately preceding the date of this AgreementCode.

Company Stock Options. Prior Section 2.4 of the Company Disclosure Letter identifies each plan (a "Company Stock Option Plan") under which there are outstanding options to purchase Company Common Stock (each a "Company Option"), the total number of shares of Company Common Stock subject to all of the Company Options, the option price for each Company Option and the vesting dates thereof. At the Effective Time, CNT shalleach then outstanding Company Option, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) to be automatically converted whether or not exercisable at the Effective Time, will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option (including any applicable stock option agreement or other document evidencing such Company Option) immediately prior to the Effective Time into an option (a "CNT Exchange Option"including any repurchase rights or vesting provisions), except that (i) to purchase each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of common stock, par value $0.01 per share, of CNT (the "CNT Parent Common Stock"), together with the associated CNT stock purchase rights, Stock equal to the product of the number of shares of Company Common Stock that were issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided multiplied by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject rounded down to the same terms and conditions as nearest whole number of shares of Parent Common Stock, (ii) the terms and conditions per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock of such Company Stock Option immediately before by the Effective TimeExchange Ratio, but giving effect rounded up to the Stock Purchasenearest whole cent and (iii) any references to the Company shall become references to Parent and any references to the Board shall be to the Parent Board. It is the intention of the parties that the CNT Exchange Options qualify Each assumed Company Option shall be vested immediately following the Effective Time as incentive stock options as defined in Section 422 to the same percentage of the Code if and total number of shares subject thereto as it was vested as to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject except to the extent such Company Option (either by its terms and conditions applicable theretoor by the terms of another agreement) provides for acceleration of vesting. As soon as reasonably practicable, and (ii) within 10 days Parent will issue to each holder of an assumed Company Option a document evidencing the foregoing assumption of such Company Option by Parent. Immediately following the Effective Time, Parent shall file with a registration statement under the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") a registration statement ), on Form S-8 covering or another appropriate form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to Company Options assumed by Parent pursuant hereto and shall cause such registration statement to remain in effect for so long as such assumed Company Option remain outstanding. Prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares to be issued upon of Parent Common Stock for delivery in connection with the exercise of the CNT Exchange converted Company Options. For purposes of this Section 2.8, the "If converting a Company Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT into an option to purchase Parent Common Stock on using the Nasdaq National Market System (Exchange Ratio would result in a loss of "Nasdaq"incentive stock option" status under Section 422 of the Code for a Company Option, such conversion shall be effected in accordance with a procedure that is more likely to preserve such status in light of the provisions of Section 424(a) on of the trading day immediately preceding the date of this AgreementCode.

Company Stock Options. (a) Prior to the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined under or pursuant to any Company Option Plans that is outstanding, unexercised and unexpired, prior to the Effective Time shall be accelerated in Section 3.2) full so that each such Company Stock Option is fully vested and exercisable immediately prior to be automatically converted the Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Stock Options, each Company Stock Option shall be canceled and extinguished and automatically converted into the right to receive an option (a "CNT Exchange Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by and (y) the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to Merger Consideration less the same terms and conditions as the terms and conditions per share exercise price of such Company Stock Option immediately before (the Effective Time, but giving effect “Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock PurchaseOption). It In the event the Option Consideration to any holder of a Company Stock Option is the intention of the parties equal to or less than zero, it shall be understood and agreed that the CNT Exchange Options qualify any such Company Stock Option shall be canceled and extinguished immediately following upon to the Effective Time without any payment. Parent shall, or shall cause the Surviving Corporation to, pay to holders of Company Stock Options the Option Consideration, less applicable Taxes required to be deducted and withheld with respect to such payments, as incentive stock options soon as defined practicable after the Effective Time and in Section 422 of any case within ten (10) Business Days thereafter. To the Code if and extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the extent holders of such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreementwhom such amounts would otherwise have been paid.

Company Stock Options. Prior Upon the terms and subject to the conditions set forth in this Agreement and without any action on the part of Parent, Merger Sub, the Company or any holder of an option to acquire Company Common Stock (“Company Stock Options”) outstanding under the 2014 Equity Incentive Plan, the ASP Grede Intermediate Holdings LLC 2014 Unit Option Plan, the ASP HHI Holding Inc. Stock Option Plan, or the ASP MD Holdings, Inc. Stock Option Plan (collectively, the “Company Stock Plans”), (i) the vesting of each Company Stock Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full immediately prior to the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause (ii) each Company Stock Option (that remains outstanding as defined in Section 3.2) of immediately prior to be automatically converted at the Effective Time into shall be cancelled and terminated as of the Effective Time, and (iii) each holder of each such Company Stock Option shall cease to have any rights with respect thereto, except the right to be paid at or promptly after the Effective Time, an option amount in cash (a "CNT Exchange Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"without interest), together with the associated CNT stock purchase rightsif any, subject to applicable withholding of Taxes, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to by (y) the Stock Purchase. It is the intention value of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection Merger Consideration (with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement Share Consideration valued based on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Parent Common Stock on the Nasdaq National Market System ("Nasdaq") on as of the trading day immediately preceding the date Closing Date) less the per share exercise price of this Agreementsuch Company Stock Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock Option). For the avoidance of doubt, if the exercise price payable upon exercise of a Company Stock Option equals or exceeds the value of the Merger Consideration (with the Share Consideration valued based on the closing price of a share of Parent Common Stock as of the trading day immediately preceding the Closing Date), such Company Stock Option shall be cancelled for no consideration.

Company Stock Options. Prior to (1) At the Effective Time, CNT shallall Company Stock Options then outstanding under the ePills Inc. 1999 Stock Option Plan (the "Option Plan"), ----------- whether vested or unvested, shall be assumed by Buyer in accordance with this Section 1.6(f). Each Company Stock Option so assumed by Buyer at the Effective Time will continue to have, and SPX shall cause the Company be subject to, take all such actions as may be necessary the same terms and conditions set forth in the Option Plan immediately prior to cause the Effective Time (including, without limitation, any repurchase rights), except that (i) each Company Stock Option will be exercisable (as defined or will become exercisable in Section 3.2accordance with its terms) to be automatically converted at the Effective Time into an option (a "CNT Exchange Option") to purchase for that number of whole shares of common stock, par value $0.01 per share, of CNT (the "CNT Buyer Common Stock"), together with the associated CNT stock purchase rights, Stock equal to the product of the number of shares of Company Common Stock issuable immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under that were underlying such Company Stock Option immediately prior to the Effective Time divided multiplied by the Option Common Exchange Ratio, and with such CNT Exchange Option being otherwise subject rounded up or down to the same terms nearest whole number of shares of Buyer Common Stock (in accordance with Section 1.6(e)), and conditions (ii) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up or down to the nearest whole cent (in accordance with Section 1.6(e), provided however that in the case of any Company Stock Option to which Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") applies, the ---- option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such Company Stock Option immediately before the Effective Time, but giving effect option shall be determined in order to the Stock Purchase. It is the intention comply with Section 424(a) of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective TimeCode. In connection with the issuance assumption by Buyer of CNT Exchange Optionsthe Company Stock Options pursuant to this Section 1.6(f), CNT Company shall (i) from and after be deemed to have assigned to Buyer, effective at the Effective Time, upon exercise of CNT Exchange OptionsCompany's right, make available for issuance all if any, to repurchase unvested shares of CNT Company Common Stock covered thereby (together with issuable upon the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes Company Stock Options or previously issued upon the exercise of this Section 2.8options granted under the Option Plan, in accordance with the "terms of the Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, Plan and the denominator of which is related stock option agreements and stock purchase agreements entered into under the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this AgreementOption Plan.

Company Stock Options. Prior Effective as of the time of the occurrence of a change of control of the Company (the "Change of Control Time"), the Company shall take all necessary action, including obtaining the consent of the individual option holders, if necessary, to (a) terminate the Company's 1996 Stock Incentive Plan, as amended through the date of this Agreement (the "Company Stock Option Plan"), (b) provide that each outstanding option to purchase shares of Company Common Stock granted under the Company Stock Option Plan (each, a "Company Stock Option") shall become fully vested and exercisable, whether or not previously vested and exercisable immediately prior to the Effective Change of Control Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause (c) cancel each Company Stock Option. Each holder of a Company Stock Option shall be entitled to receive from the Company immediately after the Change of Control Time, in exchange for the cancellation of such Company Stock Option, an amount in cash equal to the excess, if any, of (A) the Cash/Stock Consideration calculated as defined in Section 3.2) to be automatically converted at if the date of the Effective Time into an option was the date of the Change of Control Time, over (a "CNT Exchange B) the per share exercise price of such Company Stock Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, equal to multiplied by the number of shares of Company Common Stock issuable immediately prior subject to such Company Stock Option as of the Effective Time. Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. The Company and the Parent, as the case may be, shall take all necessary action to approve the disposition of the Company Stock Options and the acquisition of shares of Parent Common Stock, respectively, in connection with the transactions contemplated by this Agreement to the Effective Time upon exercise extent necessary to exempt such dispositions and acquisitions under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"). Notwithstanding any of the foregoing to the contrary, in the event that a holder of Company Stock Options does not consent to the cash-out of his Company Stock Option as contemplated under this Section 2.04, such options shall remain outstanding in accordance with their terms and the vesting of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Optionsnot accelerate. For purposes of this Section 2.8Agreement, a change of control of the "Option Exchange Ratio") Company shall mean a fraction, be deemed to have occurred upon the numerator consummation of which is $2.3132, and the denominator of which is merger contemplated by the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this PSH Merger Agreement.

Company Stock Options. Prior At the Effective Time, each Company Stock Option granted to a then-current employee of the Company and then outstanding, whether vested or not, will be assumed by Parent and converted into an option to purchase Parent Shares (each, an “Assumed Stock Option”) in an amount and at an exercise price as determined in accordance with this Section 1.7(a). Each Assumed Stock Option will be subject to, and exercisable and vested on, the same terms and conditions applicable to such Assumed Stock Option (including under the terms of the applicable Company Stock Plan, the applicable stock option agreement and any other applicable Company Plan) as of immediately prior to the Effective Time, CNT shall, and SPX shall cause the Company to, take all except that each such actions as may be necessary to cause each Company Assumed Stock Option will constitute an Assumed Stock Option (as defined in Section 3.2i) to be automatically converted at the Effective Time into an option (a "CNT Exchange Option") to purchase acquire that number of shares of common stock, par value $0.01 per Parent Shares (rounded down to the nearest whole share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, ) equal to the product obtained by multiplying (x) the number of shares of Company Common Stock issuable immediately prior Shares subject to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Assumed Stock Option immediately prior to the Effective Time divided by (y) the Option Exchange Ratio, ; and (ii) with such CNT Exchange Option being otherwise an exercise price per Parent Share (rounded up to the nearest whole xxxxx) equal to the quotient obtained by dividing (x) the exercise price per share of a Company Share subject to the same terms and conditions as the terms and conditions of such Company Assumed Stock Option immediately before prior to the Effective TimeTime by (y) the Exchange Ratio. Promptly following the Closing Date, but giving effect Parent will deliver to the holder of each Assumed Stock PurchaseOption a document evidencing the foregoing assumption and conversion. It is the intention of the parties hereto that the CNT Exchange assumption by Parent of Assumed Stock Options qualify immediately following pursuant hereto satisfies the Effective Time as incentive stock options as defined in requirements of Treasury Regulation Section 422 of the Code if and 1.424-1 (to the extent such Company Assumed Stock Options qualified as were incentive stock options immediately prior to options) and the Effective Timeprovisions of this Section 1.7(a) will be interpreted and applied consistent with such intention. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after At the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common each Company Stock covered thereby (together with the associated CNT stock purchase rights), subject Option granted to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise then-former employee of the CNT Exchange Options. For purposes Company that remains outstanding, whether vested or not, will, by virtue of this Section 2.8the Merger and without any action on the part of Parent, the "Option Exchange Ratio") shall mean a fractionCompany, the numerator holder of which is $2.3132, and the denominator such Company Stock Option or any other person terminate without payment of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreementany consideration therefor.

Company Stock Options. Prior to At the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be automatically converted at the Effective Time into deemed an option (a "CNT Exchange to acquire, on the same terms and conditions as were applicable under such Company Stock Option") to purchase , that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, equal to the number of shares of Company Surviving Corporation Common Stock issuable that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time upon exercise of (such Company Stock Option Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for each optionholder, (without regard i) the aggregate fair market value of Surviving Corporation Common Stock subject to actual restrictions on exercisability) multiplied by Assumed Chancellor Stock Options immediately after the Option Exchange Ratio (as hereinafter defined), with an Effective Time shall not exceed the aggregate exercise price equal thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price which was in effect under such of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option immediately prior to the Effective Time divided by fair market value of the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Company Common Stock Option immediately before the Effective Time; and provided, but giving effect to further, that no fractional shares shall be issued on the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Optionssuch Assumed Chancellor Stock Option and, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8in lieu thereof, the "holder of such Assumed Chancellor Stock Option Exchange Ratio") shall mean only be entitled to a fraction, cash payment in the numerator amount of which is $2.3132, and the denominator of which is such fraction multiplied by the closing sale price of a per share of CNT Surviving Corporation Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading business day immediately preceding prior to the date of this Agreementsuch exercise.

Company Stock Options. (a) Prior to the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined under or pursuant to any Company Option Plans that is outstanding, unexercised and unexpired, prior to the Effective Time shall be accelerated in Section 3.2) full so that each such Company Stock Option is fully vested and exercisable immediately prior to be automatically converted the Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time into an option (a "CNT Exchange Option") to purchase that number Time, by virtue of shares the Merger and without any action on the part of common stockParent, par value $0.01 per shareU.S. Parent, of CNT (Merger Sub, the "CNT Common Stock"), together with Company or the associated CNT stock purchase rights, equal to the number of shares holders of Company Common Stock issuable Options, each Company Stock Option which is outstanding immediately prior to the Effective Time (whether vested, unvested, exercisable or not exercisable) shall be canceled and extinguished and automatically converted into the right to receive from the Surviving Corporation an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Shares that were issuable upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by and (y) the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to Merger Consideration less the same terms and conditions as the terms and conditions per share exercise price of such Company Stock Option immediately before (the Effective Time, but giving effect “Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock PurchaseOption). It In the event the Option Consideration to any holder of a Company Stock Option is the intention of the parties equal to or less than zero, it shall be understood and agreed that the CNT Exchange Options qualify any such Company Stock Option shall be canceled and extinguished immediately following upon to the Effective Time as incentive stock options as defined in Section 422 without any payment. Parent shall, or shall cause the Surviving Corporation to, pay to holders of the Code if and to the extent such Company Stock Options qualified the Option Consideration, less applicable Taxes required to be deducted and withheld from payments of the Option Consideration, as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and soon as practicable after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms Time and conditions applicable thereto, and (ii) in any case within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreementfive Business Days thereafter.

Company Stock Options. Prior to At the Effective Time, CNT shall, and SPX Parent shall cause --------------------- assume all options to purchase Common Stock issued by the Company to, take all such actions as may be necessary pursuant to cause each Company the Stock Option Plan (as defined in Section 3.2) 3.04(b)), whether vested or unvested and whether exercisable or unexercisable (each a "Company Option"). The Company's repurchase right with respect to any unvested shares acquired by the exercise of Company Options shall be automatically converted assigned to Parent by virtue of the Merger and without any further action on the part of the Company or the holder of such unvested shares. Immediately after the Effective Time, each Company Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Option at the Effective Time into an option (a "CNT Exchange Option") to purchase that Time, such number of shares of common stock, par value $0.01 per share, of CNT Parent Common Stock (rounded down to the "CNT Common Stock"), together with the associated CNT stock purchase rights, nearest whole number) that is equal to the product obtained by multiplying the number of shares of Company Common Stock subject to the unexercised portion of such Company Option by the Option Exchange Ratio. The per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of such Company Option in effect immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price equal rounded up to the exercise price which was in effect under such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Rationearest whole cent). The term, vesting schedule, and with such CNT Exchange Option being all of the other terms of the Company Options shall otherwise subject to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchaseremain unchanged. It is the intention of the parties that the CNT Exchange assumption by Parent of the Company Options qualify immediately following hereunder satisfies the requirements of Treasury Regulation Section 1.424-1 (as if all such options were incentive stock options) and of Proposed Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and the provisions of this Section 2.04 shall be interpreted and applied consistent with such intention. Within 15 days after the Effective Time as incentive stock options as defined in Section 422 of the Code if and Time, Parent will issue to the extent such Company Stock Options qualified as incentive stock options each person who, immediately prior to the Effective Time, was a holder of a Company Option a document evidencing the foregoing assumption of such option by Parent. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and Within 15 days after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, Parent shall file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering (or any successor or other appropriate forms) that will register the shares of Parent Common Stock subject to be issued upon exercise assumed Company Options to the extent permitted by Federal securities laws and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the CNT Exchange Optionsprospectus or prospectuses contained therein) for so long as such options remain outstanding. For purposes of this Section 2.8, the The term "Option Exchange Ratio"" means the quotient obtained by dividing (a) shall mean a fraction, the numerator sum of which is $2.3132, (i) the Participating Cash Exchange Ratio and (ii) the product obtained by multiplying the Participating Stock Exchange Ratio and the denominator of which is Average Closing Price, by (b) the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this AgreementAverage Closing Price.

Company Stock Options. Prior Immediately prior to the Effective Time, CNT shalleach outstanding, unexpired and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) to be automatically converted at the Effective Time into an unexercised option (a "CNT Exchange Option") to purchase that number of shares of common stockCompany Shares (each, par value $0.01 per share, of CNT (the "CNT Common Stock"a “Company Option”), together with that was granted under any equity incentive plan of the associated CNT stock purchase rightsCompany, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of shares Company Shares subject to such Company Option as of Company Common Stock issuable immediately prior to the Effective Time upon and (B) the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Stock Option (without regard the “Option Price”) (such amounts payable hereunder being referred to actual restrictions on exercisabilityas the “Option Payment”), (ii) multiplied in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Exchange Ratio Payment and (as hereinafter defined)2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price equal to the exercise price which was in effect under such per Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions Share (as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with ) that equals or exceeds the issuance of CNT Exchange OptionsCash Merger Consideration shall, CNT shall (i) from and after immediately prior to the Effective Time, upon exercise be cancelled without the payment of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, the "Option Exchange Ratio") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreementconsideration.

Company Stock Options. Prior to (a) At the Effective Time, CNT shall, and SPX shall cause the each outstanding Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.23.5(b)) granted under the Company's 2003 Employee, Director and Consultant Stock Plan, as amended (the "COMPANY STOCK PLAN"), whether vested or unvested, held by an employee of the Company immediately prior to the Effective Time shall be automatically converted assumed by Parent. Any and all Outstanding Company Options not held by an employee of the Company immediately prior to the Effective Time, and any options, warrants and other securities convertible into or exchangeable for shares of Company Common Stock immediately prior to the Effective Time shall be cancelled and/or terminated without any consideration being payable in respect thereof and shall no longer be outstanding at the Effective Time into Time. Each Company Option assumed by Parent under this Agreement (an option (a "CNT Exchange OptionADJUSTED OPTION") shall continue to purchase have, and be subject to, the same terms and conditions (including, without limitation, all vesting requirements and restrictions or limitations on transfer) as are in effect immediately prior to the Effective Time, except that, (A) such option shall be exercisable for that number of whole shares of common stock, par value $0.01 per share, of CNT (the "CNT Parent Common Stock"), together with the associated CNT stock purchase rights, Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time upon exercise of such Company Stock Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an defined below) and rounded down to the nearest whole number of shares of Parent Common Stock and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such option was in effect under such Company Stock Option exercisable immediately prior to the Effective Time divided by the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject rounded up to the same terms nearest whole cent. The Company shall take all steps, including the adoption of any necessary resolutions and conditions as the terms and conditions effectuation of such any necessary amendments to the Company Stock Option immediately before Plan, as are necessary to implement the Effective Time, but giving effect to the Stock Purchaseprovisions of this Section 2.6. It is the intention The aggregate number of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Parent Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued purchasable upon exercise of the CNT Exchange Options. For purposes of this Section 2.8, Adjusted Options is referred to herein as the "Option Exchange RatioOPTION SHARES.") shall mean a fraction, the numerator of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this Agreement.

Company Stock Options. Prior to At the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company's 1998 Stock Option Plan (the "Company Stock Option (Plan") and all Company Options which are outstanding as defined in Section 3.2) to be automatically converted at of the Effective Time into (including such Company Options then outstanding under the Company Stock Option Plan) shall be assumed by Parent (each such Company Option an option (a "CNT Exchange Assumed Option") to purchase that number of shares of common stock, par value $0.01 per share, of CNT (" and collectively the "CNT Common StockAssumed Options"), together with provided, however that the associated CNT stock purchase rights, equal to the aggregate number of shares of Company Common Stock issuable upon the exercise of all Company Options so assumed shall not exceed 35,081,757 less the Aggregate Stock Number. Each Assumed Option shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plan (if applicable) and the applicable stock option agreement or warrant agreement as in effect immediately prior to the Effective Time Time, except that (i) each Assumed Option will be exercisable for the Option Exchange Amount; and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock each Assumed Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (as hereinafter defined), with an exercise price will be equal to the quotient obtained by dividing (x) the product of (i) the exercise price per share of Company Capital Stock at which such Assumed Option was in effect under exercisable immediately prior to the Effective Time, multiplied by (ii) the number of shares of Company Capital Stock issuable upon the exercise of such Company Stock Assumed Option immediately prior to the Effective Time divided by (y) the Option Exchange RatioAmount, and with such CNT Exchange Option being otherwise subject rounded up to the same terms and conditions as the terms and conditions of such Company Stock Option immediately before the Effective Time, but giving effect to the Stock Purchasenearest whole cent. No Cash Amount shall be payable with respect with any Assumed Option. It is the intention of the parties that the CNT Exchange Assumed Options qualify immediately qualify, to the maximum extent applicable, following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code if and to the extent such Company Stock Options options qualified as incentive stock options immediately prior to the Effective Time, it being understood and acknowledged, however, that some or all Company Options may not qualify as incentive stock options and may instead be treated as nonqualified options. In connection with To evidence the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Options, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise assumption of the CNT Exchange Options. For purposes Assumed Options by Parent, Parent will issue to each holder of this Section 2.8, an Assumed Option a document in substantially the "Option Exchange Ratio") shall mean a fraction, the numerator form of which is $2.3132, and the denominator of which is the closing sale price of a share of CNT Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading day immediately preceding the date of this AgreementExhibit C hereto.

Company Stock Options. Prior to At the Effective Time, CNT shall, and SPX shall cause the Company to, take all such actions as may be necessary to cause each Company Stock Option (as defined in Section 3.2) shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be automatically converted at the Effective Time into deemed an option (a "CNT Exchange to acquire, on the same terms and conditions as were applicable under such Company Stock Option") to purchase , that number of shares of common stock, par value $0.01 per share, of CNT (the "CNT Common Stock"), together with the associated CNT stock purchase rights, equal to the number of shares of Company Parent Common Stock issuable that would have been received in respect of such Company A-26 32 Stock Option if it had been exercised immediately prior to the Effective Time upon exercise of (such Company Stock Option Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for each optionholder, (without regard i) the aggregate fair market value of Parent Common Stock subject to actual restrictions on exercisability) multiplied by Assumed Chancellor Stock Options immediately after the Option Exchange Ratio (as hereinafter defined), with an Effective Time shall not exceed the aggregate exercise price equal thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price which was in effect under such of the Assumed Chancellor Stock Option to the fair market value of the Parent Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option immediately prior to the Effective Time divided by fair market value of the Option Exchange Ratio, and with such CNT Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Company Common Stock Option immediately before the Effective Time; and provided, but giving effect to further, that no fractional shares shall be issued on the Stock Purchase. It is the intention of the parties that the CNT Exchange Options qualify immediately following the Effective Time as incentive stock options as defined in Section 422 of the Code if and to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. In connection with the issuance of CNT Exchange Options, CNT shall (i) from and after the Effective Time, upon exercise of CNT Exchange Optionssuch Assumed Chancellor Stock Option and, make available for issuance all shares of CNT Common Stock covered thereby (together with the associated CNT stock purchase rights), subject to the terms and conditions applicable thereto, and (ii) within 10 days following the Effective Time, file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 covering the shares to be issued upon exercise of the CNT Exchange Options. For purposes of this Section 2.8in lieu thereof, the "holder of such Assumed Chancellor Stock Option Exchange Ratio") shall mean only be entitled to a fraction, cash payment in the numerator amount of which is $2.3132, and the denominator of which is such fraction multiplied by the closing sale price of a per share of CNT Parent Common Stock on the Nasdaq National Market System ("Nasdaq") on the trading business day immediately preceding prior to the date of this Agreement.such exercise. 5.3