Common use of Conversion of Company Options Clause in Contracts

Conversion of Company Options. At the Merger Effective Time, subject to the provisions of Sections 1.6 hereof, each outstanding option to purchase shares of Company Common Stock under the Option Plan attached hereto as SCHEDULE 1.5(C) (the "Company Option Plan") or created pursuant to any other option agreement between the Company and any other Person (each a "Company Option"), whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Option so assumed by Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreements governing such Company Options immediately prior to the Merger Effective Time, except that (A) such Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon the exercise of such Company Option immediately prior to the Merger Effective Time multiplied by the Exchange Ratio, 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 Company Option shall be equal to the quotient determined by dividing the exercise price of the Company Common Stock at which such Company Option was exercisable immediately prior to the Merger Effective Time by the Exchange Ratio, rounded to the nearest whole cent (with one-half ($0.005) cents being rounded upward to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that Company Options qualified as incentive stock options immediately prior to the Effective Time. Prior to the Merger Effective Time, Parent and the Company will execute and deliver to each holder of Company Options an agreement in the form of EXHIBIT F attached hereto (a "Company Option Novation Agreement"), to be effective upon the completion of the Merger and evidencing the foregoing assumption of such Company Option by Parent, and will use commercially reasonable efforts to obtain the execution and return of the Company Restricted Stock Novation Agreement by such holder prior to the Merger Effective Time.

Conversion of Company Options. At Effective at the Merger Effective Time, subject to the provisions of Sections 1.6 hereof, each HNC will assume all outstanding option options to purchase shares of Company Common Stock under the Option Plan attached hereto as SCHEDULE 1.5(C) (the "Company Option Plan") or created pursuant to any other option agreement between the Company and any other Person (each a "Company OptionCOMPANY OPTIONS"), whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Option so assumed by Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreements governing such each of Company Options immediately prior will automatically be converted into an option (an "HNC OPTION") to the Merger Effective Time, except that (A) such Company Option shall be exercisable for purchase that number of whole shares of Parent HNC Common Stock equal to the product of which equals the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time multiplied by the Conversion Number (determined in accordance with Section 1.1.4 hereof), PROVIDED, HOWEVER, that were if the foregoing calculation would result in an assumed and converted Company Option being converted into an HNC Option that, after aggregating all the shares of HNC Common Stock issuable upon the exercise of such Company HNC Option, would be exercisable for a fraction of a share of HNC Common Stock, then the number of shares of HNC Common Stock subject to such HNC Option immediately prior to the Merger Effective Time multiplied by the Exchange Ratio, will be rounded down to the nearest whole number of shares of Parent HNC Common Stock. The exercise price per share of HNC Common Stock and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company purchasable under each HNC Option shall will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which under the corresponding Company Options divided by the Conversion Number, such exercise price being rounded up to the nearest cent. All of the other terms and conditions of each HNC Option will be the same in all material respects as the corresponding Company Option (including any right to repurchase shares issued upon exercise of Company Options, including the terms, exercisability, vesting schedules, status as an "incentive stock option" under Section 422 of the Code, if applicable, or as a nonqualified stock option), to the extent permitted by law and otherwise reasonably practicable (except as otherwise expressly provided in the terms of such Company Options); PROVIDED, HOWEVER, that, (a) the vesting of the "ONYX Accelerated Vesting Options" (as that term is defined in the Purchase Option Agreement, except that the number of shares subject to such options shall be 495,000 rather than 455,000, hereinafter referred to as the "NEW ACCELERATED VESTING OPTIONS") will become exercisable immediately before the Effective Time and (b) the vesting of no other Company Option or HNC Option will accelerate upon or by virtue of the Merger. All references to Company in the terms and conditions of such Company Option was will thereafter be deemed to refer to HNC. All references to "Company" in the terms and conditions of such Company Option will thereafter be deemed to refer to HNC. To the extent that the terms of a Company Option provide that the pre-Closing employment service of the holder of such Company Option with Company is credited to such holder for purposes of applying any vesting schedule contained in such Company Option, such holder's pre-Closing employment service with Company will also be credited to such holder for purposes of applying any vesting schedule contained in the HNC Option issued to such holder upon the conversion of such Company Option at the Closing in order to determine the number of shares of HNC Common Stock that are exercisable immediately prior to the Merger Effective Time by the Exchange Ratio, rounded to the nearest whole cent (with one-half ($0.005) cents being rounded upward to the nearest whole cent)under such HNC Option at any point in time. It is the intention of the parties that the Company Options assumed by Parent HNC qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that Company Options qualified as incentive stock options immediately prior to the Effective Time. Prior No cash will be paid in lieu of fractional shares rounded down pursuant to the Merger Effective Time, Parent and the Company will execute and deliver to each holder of Company Options an agreement in the form of EXHIBIT F attached hereto (a "Company Option Novation Agreement"), to be effective upon the completion of the Merger and evidencing the foregoing assumption of such Company Option by Parent, and will use commercially reasonable efforts to obtain the execution and return of the Company Restricted Stock Novation Agreement by such holder prior to the Merger Effective Timethis Section 1.1.3.

Conversion of Company Options. At As of the Merger Effective Time, subject Parent shall assume the Company Share Plan and each outstanding and unexercised Company Option issued thereunder in accordance with its terms (as in effect as of the date of this Agreement). Each Company Option that is outstanding and unexercised immediately prior to the provisions of Sections 1.6 hereofEffective Time, each outstanding whether or not vested, shall be converted into and become an option to purchase shares of Parent Shares, and all rights with respect to Company Common Stock under the Option Plan attached hereto as SCHEDULE 1.5(C) (the "Company Option Plan") or created pursuant to any other option agreement between the Company and any other Person (each a "Company Option"), whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Option so Options assumed by Parent shall continue thereupon be converted into rights with respect to haveParent Shares. Accordingly, from and be subject to, after the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreements governing such Company Options immediately prior to the Merger Effective Time, except that : (1) each Company Option assumed by Parent may be exercised solely for Parent Shares; (2) the number of Parent Shares subject to each Company Option assumed by Parent shall be determined by multiplying (A) such Company Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon the exercise of subject to such Company Option Option, as in effect immediately prior to the Merger Effective Time multiplied by (B) the Common Exchange Ratio, rounded Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock and Shares; (B3) the per share exercise price for the shares of Parent Common Stock Shares issuable upon exercise of such assumed each Company Option assumed by Parent shall be equal to the quotient determined by dividing (A) the per share exercise price of the Company Common Stock at which subject to such Company Option was exercisable immediately prior to the Merger Effective Time by the Exchange RatioOption, rounded to the nearest whole cent (with one-half ($0.005) cents being rounded upward to the nearest whole cent). It is the intention of the parties that the Company Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that Company Options qualified as incentive stock options effect immediately prior to the Effective Time. Prior , by (B) the Common Exchange Ratio and rounding the resulting exercise price up to the Merger Effective Timenearest whole cent; and (4) any restriction on the exercise of any Company Option, including any right of repurchase, transfer restriction or risk of forfeiture, assumed by Parent shall continue in full force and effect and the Company will execute term, exercisability, vesting schedule and deliver to each holder of Company Options an agreement in the form of EXHIBIT F attached hereto (a "Company Option Novation Agreement"), to be effective upon the completion of the Merger and evidencing the foregoing assumption other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by ParentParent in accordance with this Section 2.08(b) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Shares subsequent to the Effective Time; and will use commercially reasonable efforts (B) the Parent Board or a committee thereof shall succeed to obtain the execution authority and return responsibility of the Company Restricted Stock Novation Agreement Board or any committee thereof with respect to each Company Option assumed by such holder prior Parent. Notwithstanding anything to the Merger Effective Timecontrary in this Section 2.08(b), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase Parent Shares shall be made in a manner consistent with Treasury Regulations Section 1.424-1(a), such that the conversion of Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code.

Conversion of Company Options. At the Merger Effective Time, subject to the provisions of Sections 1.6 hereofCompany Stock Option Plan, and each outstanding option to purchase shares of Company Common Stock under the Option Plan attached hereto as SCHEDULE 1.5(C) (the "Company Option Plan") or created pursuant to any other option agreement between the Company and any other Person (each a "Company Option"), whether vested or unvested, will be converted into an option to purchase shares of Parent Common Stock (each a "Parent Option") under the Parent Stock Option Plan. On the Closing Date, Company shall be, in connection with deliver to Parent an updated Schedule 2.2(b) of the Merger, assumed by ParentCompany Disclosure Schedule current as of such date. Each such Company Option so assumed by converted into a Parent Option under this Agreement shall continue to have, and be subject to, to the same terms and conditions set forth in the Parent Stock Option Plan and/or as provided in the respective option agreements governing such Company Options immediately prior to the Merger Effective Time, except that (Ai) such Company Option shall option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon the exercise of such Company Option immediately prior to the Merger Effective Time multiplied by the Exchange Ratio, Ratio and rounded down to the nearest whole number of shares of Parent Common Stock and Stock, (Bii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company replacement Parent Option shall will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which such Company Option was exercisable immediately prior to the Merger Effective Time by the Exchange Ratio, rounded to the nearest whole cent (with one-half ($0.005) cents being rounded upward up to the nearest whole cent); and (iii) the vesting schedule of such replacement Parent Option shall be identical in all respects to the vesting schedule of the converted Company Option. It is the intention of the parties that the Company replacement Parent Options assumed so provided by Parent qualify qualify, to the maximum extent permissible, following the Effective Time Time, as incentive stock options options, as defined in Section 422 of the Code Code, to the extent that the Company Options so replaced qualified as incentive stock options immediately prior to the Effective Time. Prior Company shall use reasonable efforts to the Merger Effective Time, Parent and the Company will execute and deliver to each holder of Company Options an agreement Parent prior to Closing, a duly executed Replacement Stock Option Agreement, in the form of EXHIBIT F attached hereto Exhibit F-1 or F-2, as applicable from each holder of an outstanding Company Option (each, a "Company Replacement Option Novation Agreement"), to be effective upon the completion of the Merger and evidencing the foregoing assumption of such Company Option by Parent, and will . Parent shall use its commercially reasonable efforts to obtain cause the execution Form S-8 registration statement pursuant to which replacement Parent Options will be issued to remain continuously effective (and return maintain the current status of the Company Restricted Stock Novation Agreement by prospectus or prospectuses contained therein) for so long as such holder prior to the Merger Effective TimeParent Options remain outstanding.

Conversion of Company Options. At the Merger Effective Time, subject to the provisions of Sections 1.6 hereof, each Each outstanding option (collectively, the "Company Options") to purchase shares of Company Common Stock granted --------------- under the Company's 1995 Stock Option Plan attached hereto Plan, as SCHEDULE 1.5(C) amended (the "Company Stock Option -------------------- Plan") or created pursuant to any other option agreement between the Company and any other Person (each a "Company Option"), whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Option so assumed by Parent shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreements governing such Company Options immediately prior to the Merger Effective Time, except that (Alisted on Schedule 5.2(b) such Company Option shall be exercisable for that converted into an option to ---- --------------- purchase the number of whole shares of Parent Common Stock equal to the product of Stock, determined by multiplying the number of shares of Company Common Stock that were issuable upon subject to such Company Option at the Effective Time by the Conversion Ratio, and the exercise price per share for each such Option will equal the exercise price of such the Company Option immediately prior to the Merger Effective Time multiplied divided by the Exchange Conversion Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, rounded down to then 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 Company Option shall option will be equal to the quotient determined by dividing the exercise price of the Company Common Stock at which such Company Option was exercisable immediately prior to the Merger Effective Time by the Exchange Ratio, rounded down to the nearest whole cent (number with one-half ($0.005) cents no cash being rounded upward to payable for such fractional share. Other than as provided herein, the nearest whole cent). It is the intention term, exercisability, vesting schedule and all other terms of the parties that the Company Options assumed by Parent qualify following shall otherwise be unchanged. Continuous employment with Company will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time Time. Any option designated as an "incentive stock options as defined in option" under Section 422 of the Code ("ISO") shall retain such designation, and the parties --- intend that, subject at all times to the extent that actions of holders thereof, all options bearing such designation shall continue to qualify as ISOs under the Code notwithstanding any other provision of this Agreement. Parent will cause the Parent Common Stock issuable upon exercise of the assumed Company Options qualified as incentive stock options immediately prior to be registered on Form S-8 of the Securities and Exchange Commission ("SEC") within --- 30 days (or such later date if required to comply with the federal securities laws relating to the disclosure of financial statements) after the Effective Time, will use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as such assumed Company Options remain outstanding and will reserve a sufficient number of shares of Parent Common Stock for issuance upon exercise thereof. Prior to the Merger Effective Time, Parent and will administer the Company will execute and deliver Plan assumed pursuant to each holder this Section 3.2 in a manner that complies with Rule 16b-3 promulgated by the SEC under the Securities Exchange Act of Company Options an agreement in the form of EXHIBIT F attached hereto 1934 (a "Company Option Novation AgreementExchange Act"), to be effective upon the completion of the Merger and evidencing the foregoing assumption of such Company Option by Parent, and will use commercially reasonable efforts to obtain the execution and return of the Company Restricted Stock Novation Agreement by such holder prior to the Merger Effective Time.. ------------