Common use of Company Stock Options Clause in Contracts

Company Stock Options. Effective as of immediately prior to the Effective Time, each then-outstanding and unexercised Company Stock Option, to the extent then vested (including Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled, without any consideration being payable in respect thereof, and have no further force or effect.

Company Stock Options. (a) At the Effective as Time, by virtue of the Merger and without any action on the part of the holders thereof, each compensatory option to purchase a share of Company Stock (a “Company Stock Option”) that is outstanding immediately prior to the Effective Time, each then-outstanding to the extent vested (such vested Company Stock Option or vested portion thereof, a “Vested Company Stock Option”) and unexercised for which the Cash Consideration exceeds the exercise price per share of Company Stock underlying such Vested Company Stock Option, to the extent then vested (including Company Stock Options that vest shall be cancelled and, in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by Parentexchange therefor, shall automatically be canceled and converted into the right to receive from the Surviving Corporation shall pay to each former holder of any such cancelled Vested Company Stock Option as soon as practicable following the Effective Time, but in no event later than five (5) Business Days thereafter, by a payroll payment an amount of in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, excess of the Merger Cash Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each underlying such Vested Company Stock Option that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”ii) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the underlying such Vested Company Stock Option; provided, multiplied by that Parent may, in its sole discretion, cause the Exchange RatioAgent, with on behalf of the result rounded down Surviving Corporation, to make the nearest whole number and (ypayments described in this Section 3.10(a) rather than the per share exercise price of such Assumed Surviving Corporation. Each Vested Company Stock Option will be for which the Cash Consideration is less than or equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, underlying such Vested Company Stock Option shall be canceled, without any consideration being payable converted into an Adjusted Option in respect thereofthe same manner as, and have no further force or effectusing the same formulas applicable to, Unvested Company Stock Options as set forth in Section 3.10(b) below.

Company Stock Options. Effective as of immediately Immediately prior to the Effective Time, each then-outstanding and unexercised option to purchase shares of Common Stock (a “Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon the Effective Time, and shall be, as of or immediately prior to the extent then vested (including Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by ParentEffective Time, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of in cash equal to the product of (i) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option, and (ii) the number of shares such holder could have purchased (without any interest thereon and subject regard to all applicable withholding. Each whether the Company Stock Option that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”then vested) on the same terms and conditions (including applicable vesting requirements) as applied to each had such Assumed holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, except that (x) if the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be equal to the quotient determined by dividing the applicable exercise price per share at which of such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than exceeds the Merger Consideration, such Company Stock Option shall be canceled, canceled without payment of any consideration being payable in respect thereof, therefor and have shall be of no further force and effect. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or effectamend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if any.

Company Stock Options. Effective as of the Merger I Effective Time, each Unvested Option shall be cancelled without the receipt of any consideration and each Vested Option will be converted into an option to purchase shares of Purchaser Common Stock in an amount, at an exercise price and subject to such terms and conditions determined as provided below (each, an “Adjusted Option”). Each such Adjusted Option shall be subject to, and shall become exercisable and vested upon, the same terms and conditions that are applicable to such Vested Option immediately prior to the Merger I Effective Time, except that (1) each then-outstanding Adjusted Option shall be exercisable for, and unexercised Company Stock Option, to the extent then vested (including Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into represent the right to receive from the Surviving Corporation an amount acquire, that number of cash shares of Purchaser Common Stock equal to the product of (iA) the total number of shares of Company Common Stock then underlying subject to such Company Stock Vested Option immediately prior to the Merger I Effective Time multiplied by (iiB) the excessOption Exchange Ratio and rounded down to the nearest whole share, if any, of the Merger Consideration over and (2) the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to the Effective Time, except that (x) the number of shares of Parent Purchaser Common Stock subject to the Assumed each Adjusted Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be an amount equal to the quotient determined by dividing (A) the exercise price per share at which of Company Common Stock subject to such Assumed Vested Option was exercisable in effect immediately prior to the Merger I Effective Time divided by (B) the Option Exchange Ratio, with the result Ratio and rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the The exercise price per share of any Company such Adjusted Option and the number of shares of Purchaser Common Stock Option is equal relating to or greater than the Merger Consideration, any such Company Stock Adjusted Option shall be canceleddetermined in a manner consistent with the requirements of Section 409A of the Code, without any consideration being payable and, in respect thereofthe case of Vested Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. In addition, each share of [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and have no further force or effectfiled separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Company Common Stock underlying a Vested Option will be treated as outstanding and entitled to a pro rata share of the Per Share Earn-out Consideration, if any, that a holder of a share of Company Common Stock would be entitled to receive under this Agreement.

Company Stock Options. Effective as of immediately Immediately prior to the Effective Time, each then-outstanding employee stock option to purchase Company Shares granted under the Company's Management Stock Award and unexercised Stock Option Plan (the "Company SASOP") (each, a "Company Stock Option"), whether or not then vested or exercisable, shall be (or, if not previously vested and exercisable, shall become), consistent with the plans and agreements applicable to such Company Stock Option, vested and exercisable and such Company Stock Option immediately thereafter shall be canceled by the Company. Buyer shall pay to the extent then vested (including Surviving Corporation, and each holder of a canceled Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by Parent, Option shall automatically be canceled and converted into the right entitled to receive from the Surviving Corporation at the Effective Time or as soon as practicable thereafter, in consideration for the cancellation of such Company Stock Option, an amount of in cash equal to the product of (i) the total number of shares of Company Stock then underlying Shares previously subject to such Company Stock Option multiplied by and (ii) the excess, if any, of the Merger Consideration over the exercise price per share Company Share previously subject to such Company Stock Option. Prior to the Effective Time the Company shall (y) use its best efforts to obtain any consents from holders of Company Stock Options and (z) make any amendments to the terms of such Company Stock Option, without any interest thereon Options and subject the Company SASOP that are necessary to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately prior give effect to the Effective Time transactions contemplated by this Section 2.2. Notwithstanding any other provision of this Section 2.2, delivery of any Merger Consideration may be withheld in respect of any employee stock option until such necessary consents are obtained; provided that, in the event that any such consent with respect to any such option is not obtained, the consideration payable pursuant to this Section 2.2(b) shall nevertheless be paid by Buyer to the Surviving Corporation, and which has not been designated for cancellation and a cash out as described above retained by the Surviving Corporation, in respect of such option and, when applicable, the Surviving Corporation shall be assumed by Parent (an “Assumed Option”) on pay any such consideration to the same terms and conditions (including applicable vesting requirements) as applied to each holder of such Assumed Option immediately prior option. Prior to the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by shall be 2 7 permitted to amend the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of SASOP or any Company Stock Option is equal to extend the date of exercise or greater than accelerate the Merger Consideration, such vesting of any currently outstanding Company Stock Option shall be canceled, without any consideration being payable in respect thereof, through the earlier of the Effective Time and have no further force or effect.the date of termination of this Agreement. 2.3

Company Stock Options. At the Effective Time, Parent shall --------------------- assume all options to purchase Common Stock issued by the Company pursuant to the Stock Plan (as defined in Section 3.04(b)) whether vested or unvested and whether exercisable or unexercisable (each a "Company Option"), and the assumption of such options shall be evidenced by an "Option Assumption Agreement" (as defined in Section 6.05(c)) in substantially the form attached hereto at Exhibit I. The Company's repurchase right with respect to any unvested shares acquired by the exercise of Company Options shall be assigned to Parent by virtue of the Merger and without any further action on the part of the Company or the holder of the outstanding Company Option. 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, such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock subject to the unexercised portion of such option (or, in the case of Company Options held by former employees of the Company, the number of shares of Company Common Stock subject to the vested but unexercised portion of such option) multiplied by the Common Exchange Ratio (rounded down to the nearest whole number). The exercise price per share of each such assumed Company Option shall be equal to the exercise price of such option immediately prior to the Effective Time divided by the Common Exchange Ratio (rounded up to the nearest whole cent). The term, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all of the other terms of the Company Options shall otherwise remain unchanged. It is the intention of the parties that the Company Options so assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such Company Options qualified as incentive stock options prior to the Effective Time. Promptly after the Effective Time (but in no event later than 30 calendar days), Parent will issue to each person who, immediately prior to the Effective Time, each then-outstanding and unexercised was a holder of a Company Stock Option, to Option a document evidencing the extent then vested (including Company Stock Options that vest in connection with the Merger or foregoing assumption of such holder’s termination from the Company in connection with the Merger) or otherwise designated option by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of . Within a reasonable time (ibut in no event later than 90 calendar days) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to after the Effective Time, except that Parent shall file a registration statement on Form S-8 (xor any successor or other appropriate forms) which will register the number of shares of Parent Common Stock Shares subject to assumed Company Options to the Assumed Option extent permitted by federal securities laws and shall equal use its commercially reasonable efforts to maintain the product effectiveness of such registration statement or registration statements (and maintain the current status of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (yprospectus or prospectuses contained therein) the per share exercise price of for so long as such Assumed Option will be equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will options remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled, without any consideration being payable in respect thereof, and have no further force or effectoutstanding.

Company Stock Options. Effective as Not later than the earlier of immediately the time at which the Company gives notice of the transactions contemplated hereby to its stockholders and the date that is 30 days prior to the Effective Time, the Company shall notify each then-outstanding and unexercised holder of a Company Stock Option, to in writing, of the extent then vested transactions contemplated hereby in accordance with each Company Plan (including the "Option Holder Notice"). Such Option Holder Notice shall (a) apprise the holders of outstanding Company Stock Options that vest of their ability to exercise the Company Stock Options in connection accordance with the Merger or such holder’s termination from the applicable Company in connection with the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal Plan prior to the product of Effective Time, (ib) the total number of shares of Company Stock then underlying disclose that, if not exercised, such Company Stock Option multiplied by Options will terminate at the Effective Time and (iic) the excess, disclose that if any, of the Merger Consideration over the exercise price per share of such any Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately Options are not exercised prior to the Effective Time and which has not been designated for cancellation and a cash out terminate as described above shall contemplated in clause (b), the holders of such Company Stock Options will be assumed by Parent entitled to receive the Option Consideration (an “Assumed Option”as defined below) on the same terms and conditions (including applicable vesting requirements) as applied to each in respect of such Assumed Option immediately prior to Company Stock Options. As of the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such each outstanding Company Stock Option shall be canceledterminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, without any consideration being payable other than the right to receive, in respect thereofof each such terminated Company Stock Option, a special bonus per Company Stock Option (without interest and have no further force subject to the deduction and withholding of such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or effectany provision of state, local or foreign tax law) in cash equal to $24 minus the exercise price for such Company Stock Option (the "Option Consideration"). Payment of the Option Consideration to each of the holders of Company Stock Options entitled thereto shall be made by the Surviving Corporation, subject to the terms and conditions of this Agreement, as soon as practicable after the Effective Time. Any amounts withheld and paid over to the appropriate taxing authority by the Surviving Corporation will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was made. The Company shall take all actions required under each Company Plan under which such Company Stock Options were granted to cause such Company Plan and all Company Stock Options granted thereunder to terminate at the Effective Time.

Company Stock Options. (a) At the Effective as Time, each option to acquire Company Shares granted or deemed granted pursuant to the Company's Employee Option Plan, Director Option Plan, or Omnibus Stock and Incentive Plan (collectively, the "Company Option Plans") that is then outstanding and unexercised ("Company Options"), whether or not vested, up to a maximum number of immediately Company Options covering 222,579 Company Shares (less any Company Shares covered by options exercised on and after the date of this Agreement prior to the Effective Time), shall be converted into and become rights with respect to the Buyer's Stock, and the Buyer shall assume each then-outstanding and unexercised Company Stock Option, to the extent then vested (including Company Stock Options that vest in connection accordance with the Merger or such holder’s termination from terms of the Company in connection with Option Plans and any applicable option or incentive agreements, except that from and after the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of Effective Time: (i) the total Buyer and the Compensation Committee of its board of directors shall be substituted for the Company and the Compensation Committee of its board of directors (including, if applicable, the entire board of directors of the Company administering the Company Option Plans); (ii) the Company Options assumed by the Buyer may be exercised solely for shares of the Buyer's Stock; (iii) the number of shares of Company the Buyer's Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each such converted Company Stock Option that is unvested and outstanding Options shall be equal to the number of Company Shares subject to Company Options immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange RatioPer Share Stock Consideration, with the result rounded down to the nearest whole number and next highest share; (yiv) the per per-share exercise price of under each such Assumed converted Company Option will shall be equal to the quotient determined adjusted by dividing the exercise price per share at which such Assumed of the Company Option was exercisable immediately prior to the Effective Time by the Exchange RatioPer Share Stock Consideration, with the result rounded up down to the nearest whole cent. Assumed , (v) all such assumed Company Options will remain subject to the terms shall become vested and exercisable upon completion of the applicable Holding Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled, without any consideration being payable in respect thereofMerger, and (vi) all directors of the Company who do not serve or subsequently cease to serve on the board of directors of the Buyer or the Buyer Bank or the Buyer's Mecklenburg Local Advisory Board shall have no further force up to one year after the Effective Time or effectafter subsequently ceasing service on any such board, as the case may be, to exercise their options before their expiration.

Company Stock Options. Effective as of immediately prior to At the Effective Time, each then-outstanding and unexercised Company Stock Option, to the extent then vested (including Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that which is unvested and outstanding immediately prior to the Effective Time shall become and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (represent an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied option to each such Assumed Option immediately prior to the Effective Time, except that (x) purchase the number of shares of Parent Common Stock subject (a "SUBSTITUTE OPTION"), decreased to the Assumed Option shall equal the product of nearest whole share, determined by multiplying the number of shares of Company Common Stock subject to the such Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (y) the per share exercise price of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange RatioConversion Number (as defined below), with the result rounded up at an exercise price per share of Parent Common Stock, increased to the nearest whole cent. Assumed Options will remain , equal to the exercise price per share of Company Common Stock subject to such Company Stock Option immediately prior to the terms Effective Time divided by the Conversion Number. Parent shall pay cash to holders of Substitute Options in lieu of issuing fractional shares of Parent Common Stock upon the exercise thereof. The "CONVERSION NUMBER" means the number of shares of Parent Common Stock into which each share of Company Common Stock is converted as of the applicable Company Equity Plans and stock option agreementsEffective Time, determined in accordance with Section 1.5(c) hereof. After the Effective Time, except as necessary to effectuate the transactions contemplated otherwise expressly provided in this Agreement. In Section 5.7 or in an individual's Retention Agreement or similar retention or employment agreement entered into in connection with the event that Merger, each Substitute Option shall be exercisable upon the exercise price of any same terms and conditions (including vesting schedules) as were applicable to the related Company Stock Option is equal immediately prior to or greater than the Merger ConsiderationEffective Time. The Company shall take all action necessary to implement the provisions of this Section 5.7, such including amendment of the Company Stock Option Plans, and to ensure that, after giving effect to the foregoing, no Company Stock Option shall be canceledexercisable for Company Common Stock following the Effective Time. The Company shall take no action to accelerate or otherwise affect the exercisability of any Company Stock Option, without any consideration being payable except as expressly provided in respect this Section 5.7, or otherwise affect the exercise period thereof. As soon as reasonably practicable, and have in no further force event later than 20 days after the Effective Time, Parent shall file a registration statement on Form S-8 (or effectany successor or other appropriate form) with respect to Parent Common Stock subject to all Substitute Options.

Company Stock Options. Effective as of immediately prior to (a) At the Effective Time, each then-of the then outstanding and unexercised Company Stock OptionOptions shall, to the extent then vested (including Company Stock Options that vest in connection with the Merger or such holder’s termination from the Company in connection with by virtue of the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the total number of shares of Company Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to all applicable withholding. Each Company Stock Option that is unvested and outstanding immediately prior to further action on the Effective Time and which has not been designated for cancellation and a cash out as described above shall part of any holder thereof, be assumed by Parent and converted into an option to purchase that number of Parent Common Stock (an a “Assumed Parent Option”) on obtained by multiplying the same terms and conditions number of Company Common Stock issuable under such Company Option (including applicable vesting requirementsas defined below) as applied to each such Assumed by the Common Stock Exchange Number. If the foregoing calculation results in a Company Option immediately prior to the Effective Timebeing exercisable for a fraction of a share of Parent Common Stock, except that (x) then the number of shares of Parent Common Stock subject to the Assumed Option such option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result be rounded down to the nearest whole number and (y) the per share of shares. The exercise price of such Assumed each Company Option will shall be equal to the quotient determined by dividing the exercise price per share at of the Company Option from which such Assumed Parent Option was exercisable immediately prior to the Effective Time converted divided by the Common Stock Exchange RatioNumber, with the result rounded up to the nearest whole cent. Assumed Options will remain subject Except as otherwise set forth in this Section 1.4, the term and vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all the terms and conditions of each Parent Option will, to the extent permitted by law and otherwise reasonably practicable, be the same in all material respects as the corresponding Company Option. An optionholder’s continuous employment with Company shall be credited as employment with Parent for purposes of determining the vesting of the Parent Options, pursuant to the terms of the applicable Parent Options. No acceleration provision in a Company Equity Option shall be triggered as a result of the Merger nor shall any Company Option become further vested or exercisable as a result of the Merger. Company will take or cause to be taken, all actions that are necessary, proper, or advisable under the Stock Plans and stock option agreements, except as necessary (defined herein) to effectuate make effective the transactions contemplated in by this AgreementSection 1.4. In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled, without any consideration being payable in respect thereof, and have no further force or effect.“