Common use of Conversion of Company Options Clause in Contracts

Conversion of Company Options. At the Effective Time, each Company Option shall no longer represent the right to purchase or receive Common Shares, but in lieu thereof shall represent the right to receive the following applicable consideration: (i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable Option"), (A) shall be canceled at the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) the number of Primary Shares subject to such Exercisable Option, less (z) any withholding of Taxes as may be required by applicable Law, provided, however, that as to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect of any such Primary Share, and (2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable Option immediately prior to the Effective Time (the "Exercisable Option Holder"), an amount (the "Restricted Option Shares Amount") equal to (x) the difference (if positive) between $55.00 and the price, if any, per Restricted Option Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) the number of Restricted Option Shares subject to such Exercisable Option, provided, however, that the Restricted Option Shares Amount shall be subject to the same terms and conditions as are applicable, immediately prior to the Effective Time, to such Restricted Option Shares under the 1998 Company Option, and the Restricted Option Shares Amount shall be held by the Company and delivered to the Exercisable Option Holder upon the same terms and conditions as would have applied to the Restricted Option Shares under the 1998 Company Option.

Conversion of Company Options. At the Effective Time, the Company Stock Option Plan, and each outstanding Company Option shall no longer represent the right Option, whether vested or unvested, will be converted into an option to purchase or receive shares of Parent Common Shares, but in lieu thereof shall represent the right to receive the following applicable consideration: (i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable Option"), (A) shall be canceled at the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option Stock (each a "Primary Share" and collectively Parent Option"Primary Shares")) under the Parent Stock Option Plan. On the Closing Date, pay Company shall deliver to Parent an updated Schedule 2.2(b) of the Company Disclosure Schedule current as of such date. Each such Company Option so converted into a Parent Option under this Agreement shall be subject to the holder terms and conditions set forth in the Parent Stock Option Plan except that (i) such option will be exercisable for that number of such Exercisable Option an amount in cash whole shares of Parent Common Stock equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder product of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) the number of Primary Shares subject to such Exercisable Option, less (z) any withholding shares of Taxes as may be required by applicable Law, provided, however, Company Common Stock that as to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect of any such Primary Share, and (2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable were issuable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the "Exercisable per share exercise price for the shares of Parent Common Stock issuable upon exercise of such replacement Parent Option Holder"), an amount (the "Restricted Option Shares Amount") will be equal to (x) the difference (if positive) between $55.00 and quotient determined by dividing the price, if any, exercise price per Restricted Option Share specified in the 1998 share of Company Common Stock at which such Company Option pursuant to which the holder of such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) the number of Restricted Option Shares subject to such Exercisable Option, provided, however, that the Restricted Option Shares Amount shall be subject to the same terms and conditions as are applicable, was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded 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 replacement Parent Options so provided by Parent qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to such Restricted Option Shares under the 1998 Company Option, and the Restricted Option Shares Amount shall be held by extent the Company and delivered Options so replaced qualified as incentive stock options prior to the Exercisable Effective Time. Company shall use reasonable efforts to deliver to Parent prior to Closing, a duly executed Replacement Stock Option Holder upon Agreement, in the same terms form of Exhibit F-1 or F-2, as applicable from each holder of an outstanding Company Option (each, a "Replacement Option Agreement"). Parent shall use its commercially reasonable efforts to cause the Form S-8 registration statement pursuant to which replacement Parent Options will be issued to remain continuously effective (and conditions maintain the current status of the prospectus or prospectuses contained therein) for so long as would have applied to the Restricted Option Shares under the 1998 Company Optionsuch Parent Options remain outstanding.

Conversion of Company Options. (a) At the Effective Time, each option granted by the Company Option shall no longer represent the right to purchase shares of the Company Common Stock, which is outstanding immediately prior thereto (a "Company Option" or, collectively, the "Company Options"), granted by the Company, whether or receive not exercisable, shall be converted into and become rights with respect to Parent Common SharesStock, but in lieu thereof and Parent shall represent assume each Company Option, and the right to receive related stock option agreements, except that from and after the following applicable consideration: Effective Time, (i) Each 1998 each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable Parent Option"), (A) shall be canceled at the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (yii) the number of Primary Shares shares of Parent Common Stock subject to such Exercisable Option, less (z) any withholding of Taxes as may Parent Option shall be required by applicable Law, provided, however, that as equal to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect number of any such Primary Share, and whole shares (2) as rounded down to the "Restricted Shares" (as defined in the 1998 Company Optionnearest whole share) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay Company Common Stock subject to the Company, to be held on behalf of the person or entity that held the Exercisable such Company Option immediately prior to the Effective Time multiplied by 0.31528 (the "Exercisable Option HolderExchange Ratio"), an amount (the "Restricted Option Shares Amount") equal to (xiii) the difference (if positive) between $55.00 and per share exercise price under each such Parent Option shall be adjusted by dividing the price, if any, per Restricted Option Share specified in the 1998 share exercise price under each such Company Option pursuant by the Option Exchange Ratio and rounding up to which the holder nearest whole cent, and (iv) any vesting, repurchase rights or similar restrictions in favor of such Exercisable Option may acquire the Restricted Option Shares Company to which such Exercisable Company Option relatesis subject immediately prior to the Effective Time shall continue to apply to the Parent Options. (b) As soon as practicable after the Effective Time, multiplied Parent shall deliver to the holders of Company Options appropriate notices, the form of which has been previously delivered to and approved by (y) the number Company, setting forth such holders' rights and the agreements evidencing the grants of Restricted Option Shares subject to such Exercisable Option, provided, however, that the Restricted Option Shares Amount Company Options shall be subject to continue in effect on the same terms and conditions as are applicable(subject to adjustments required by this Section 4.10 after giving effect to the Merger and the provisions set forth above). Holders of Parent Options received in exchange for Company Options shall agree that they shall not sell or dispose of, immediately prior to that date which is 180 days after the Closing Date, more that 20% of the shares of Parent Common Stock which are purchased or purchasable at such time upon exercise of such Parent Options. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the exercise of Parent Options. (d) Parent agrees to file, if and to the extent available for use by Parent, a registration statement on Form S-8 for the shares of Parent Common Stock issuable upon exercise of Parent Options and shares of Parent Restricted Stock as soon as is reasonably practicable after the Effective Time, to such Restricted Option Shares under in any event within 10 business days after the 1998 Company OptionEffective Time, and shall use its best efforts to maintain the Restricted Option Shares Amount shall be held by the Company and delivered to the Exercisable Option Holder upon the same terms and conditions effectiveness of such registration statement as would have applied to the Restricted Option Shares under the 1998 Company Optionprovided in Section 8.3 below.

Conversion of Company Options. (a) At the Effective Time, each outstanding Company Option, whether or not exercisable, shall be converted into and become rights with respect to Healtheon/WebMD Common Stock, and Healtheon/WebMD shall assume Company's obligations with respect to each Company Option shall no longer represent and the right to purchase or receive Common Sharesrelated Company Stock Plan, but in lieu thereof shall represent accordance with its terms, except that from and after the right to receive the following applicable consideration: Effective Time, (i) Each 1998 Healtheon/WebMD and its compensation committee shall be substituted for Company and the committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of Company) administering the Company Stock Plan, if any, under which such Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable Option")was granted or otherwise governed, (Aii) shall be canceled at the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder assumed by Healtheon/WebMD may be exercised solely for shares of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relatesHealtheon/WebMD Common Stock, multiplied by (yiii) the number of Primary Shares shares of Healtheon/WebMD Common Stock subject to such Exercisable Option, less (z) any withholding of Taxes as may Company Option shall be required by applicable Law, provided, however, that as equal to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect number of any such Primary Share, and whole shares (2) as rounded to the "Restricted Shares" (as defined in the 1998 nearest whole share) of Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay Common Stock subject to the Company, to be held on behalf of the person or entity that held the Exercisable such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the "Exercisable per share exercise price under each such Company Option Holder"shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Plans and the stock option certificates and agreements to Company (or its predecessors) shall be deemed to refer to Healtheon/WebMD. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.4(a), each Company Option which is an amount ("incentive stock option" shall be adjusted as required by Section 424 of the "Restricted Option Shares Amount") equal to (x) the difference (if positive) between $55.00 Internal Revenue Code, and the priceregulations promulgated thereunder, if anyso as not to constitute a modification, per Restricted Option Share specified in the 1998 Company Option pursuant to which the holder extension or renewal of such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) the number of Restricted Option Shares subject to such Exercisable Company Option, providedwithin the meaning of Section 424(h) of the Internal Revenue Code. (b) As soon as practicable after the Effective Time, however, that Healtheon/WebMD shall deliver to the Restricted Option Shares Amount holders of Company Options appropriate documentation evidencing the foregoing assumption by Healtheon/WebMD of such Company Options and the related Company Stock Plan and the agreements evidencing such Company Options shall be subject to continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.4 after giving effect to the Merger and the provisions set forth above). Healtheon/WebMD shall comply with the terms of the Company Stock Plans and ensure, to the extent lawful, and subject to the provisions of the applicable Company Stock Plan, that Company Options which qualified as are applicable, immediately incentive stock options prior to the Effective Time, Time of the Merger continue to such Restricted Option Shares under qualify as incentive stock options after the 1998 Company Option, and Effective Time of the Restricted Option Shares Amount shall be held by the Company and delivered to the Exercisable Option Holder upon the same terms and conditions as would have applied to the Restricted Option Shares under the 1998 Company OptionMerger.

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 shall no longer represent Plan") or created pursuant to any other option agreement between the right to purchase or receive Common Shares, but in lieu thereof shall represent the right to receive the following applicable consideration: (i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time any other Person (each an a "Exercisable 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 canceled at the Effective Time and (B) in consideration exercisable for that number of such cancellation, whole shares of Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as Common Stock equal to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise product of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) the number of Primary Shares subject to such Exercisable Option, less (z) any withholding shares of Taxes as may be required by applicable Law, provided, however, Company Common Stock that as to were issuable upon the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect of any such Primary Share, and (2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable 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 "Exercisable per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option Holder"), an amount (the "Restricted Option Shares Amount") shall be equal to (x) the difference (if positive) between $55.00 and quotient determined by dividing the price, if any, per Restricted Option Share specified in exercise price of the 1998 Company Common Stock at which such Company Option pursuant was exercisable immediately prior to which the holder 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 such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) the number of Restricted Option Shares subject to such Exercisable Option, provided, however, parties that the Restricted Option Shares Amount shall be subject Company Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the same terms and conditions extent that Company Options qualified as are applicable, 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 Restricted Company Option Shares under the 1998 Company Optionby Parent, and will use commercially reasonable efforts to obtain the Restricted Option Shares Amount shall be held by execution and return of the Company and delivered Restricted Stock Novation Agreement by such holder prior to the Exercisable Option Holder upon the same terms and conditions as would have applied to the Restricted Option Shares under the 1998 Company OptionMerger Effective Time.

Conversion of Company Options. At Effective at the Effective Time, each Company Option shall no longer represent the right HNC will assume all outstanding options to purchase or receive Company Common Shares, but in lieu thereof shall represent Stock (the right to receive the following applicable consideration: (i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (each an "Exercisable OptionCOMPANY OPTIONS"), and each of Company Options will automatically be converted into an option (Aan "HNC OPTION") shall be canceled at the Effective Time and (B) in consideration to purchase that number of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise shares of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to HNC Common Stock which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) equals the number of Primary Shares shares of Company Common Stock subject to such Exercisable Option, less (z) any withholding of Taxes as may be required by applicable Law, provided, however, that as to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect of any such Primary Share, and (2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable Option immediately prior to the Effective Time multiplied by the Conversion Number (determined in accordance with Section 1.1.4 hereof), PROVIDED, HOWEVER, that 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 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 will be rounded down to the nearest whole number of shares of HNC Common Stock. The exercise price per share of HNC Common Stock purchasable under each HNC Option will be equal to the exercise price per share of Company Common Stock 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 "Exercisable ONYX Accelerated Vesting Options" (as that term is defined in the Purchase Option Holder")Agreement, an amount (except that the number of shares subject to such options shall be 495,000 rather than 455,000, hereinafter referred to as the "Restricted Option Shares AmountNEW ACCELERATED VESTING OPTIONS") equal to will become exercisable immediately before the Effective Time and (xb) the difference (if positive) between $55.00 and vesting of no other Company Option or HNC Option will accelerate upon or by virtue of the price, if any, per Restricted Option Share specified Merger. All references to Company in the 1998 terms and conditions of such Company Option pursuant will thereafter be deemed to which 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 Exercisable Company Option may acquire 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 Restricted HNC Option Shares issued to which such Exercisable holder upon the conversion of such Company Option relates, multiplied by (y) at the Closing in order to determine the number of Restricted shares of HNC Common Stock that are exercisable under such HNC Option Shares subject to such Exercisable Option, provided, however, at any point in time. It is the intention of the parties that Company Options assumed by HNC qualify following the Restricted Option Shares Amount shall be subject Effective Time as incentive stock options as defined in Section 422 of the Code to the same terms and conditions extent Company Options qualified as are applicable, incentive stock options immediately prior to the Effective Time, . No cash will be paid in lieu of fractional shares rounded down pursuant to such Restricted Option Shares under the 1998 Company Option, and the Restricted Option Shares Amount shall be held by the Company and delivered to the Exercisable Option Holder upon the same terms and conditions as would have applied to the Restricted Option Shares under the 1998 Company Optionthis Section 1.1.3.

Conversion of Company Options. At Each outstanding option (collectively, the Effective Time"Company Options") to purchase Company Common Stock granted --------------- under Company's 1995 Stock Option Plan, each as amended (the "Company Stock Option -------------------- Plan"), and listed on Schedule 5.2(b) shall be converted into an option to ---- --------------- purchase the number of shares of Parent Common Stock, determined by multiplying the number of shares of Company Common Stock subject to such Company Option shall no longer represent the right to purchase or receive Common Shares, but in lieu thereof shall represent the right to receive the following applicable consideration: (i) Each 1998 Company Option (as defined below) that is outstanding and fully exercisable by its terms at the Effective Time (by the Conversion Ratio, and the exercise price per share for each an "Exercisable Option"), (A) shall be canceled at such Option will equal the Effective Time and (B) in consideration of such cancellation, Parent shall (or shall cause a Constituent Corporation to), at the Effective Time: (1) as to the "Primary Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise price of the Exercisable Option (each a "Primary Share" and collectively "Primary Shares"), pay to the holder of such Exercisable Option an amount in cash equal to (x) the difference (if positive) between $55.00 and the price per Primary Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may purchase the Primary Shares to which such Exercisable Option relates, multiplied by (y) the number of Primary Shares subject to such Exercisable Option, less (z) any withholding of Taxes as may be required by applicable Law, provided, however, that as to the 1998 Company Option granted to Gary Xxxxxxxxx, xx amount shall be payable by or to Gary Xxxxxxxxx xx respect of any such Primary Share, and (2) as to the "Restricted Shares" (as defined in the 1998 Company Option) that would be acquirable upon exercise of the Exercisable Option (each a "Restricted Option Share" and collectively "Restricted Option Shares"), pay to the Company, to be held on behalf of the person or entity that held the Exercisable Option immediately prior to the Effective Time (divided by the "Exercisable Option Holder")Conversion Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, an amount (the "Restricted Option Shares Amount") equal to (x) the difference (if positive) between $55.00 and the price, if any, per Restricted Option Share specified in the 1998 Company Option pursuant to which the holder of such Exercisable Option may acquire the Restricted Option Shares to which such Exercisable Option relates, multiplied by (y) then the number of Restricted Option Shares shares of Parent Common Stock issuable upon exercise of such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. Other than as provided herein, the term, exercisability, vesting schedule and all other terms of the Company Options 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. Any option designated as an "incentive stock option" under Section 422 of the Code ("ISO") shall retain such Exercisable Optiondesignation, providedand the parties --- intend that, however, that the Restricted Option Shares Amount shall be subject at all times to the same terms 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 to be registered on Form S-8 of the Securities and conditions as are applicable, immediately prior 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 Restricted Option Shares 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. Parent will administer the Company Plan assumed pursuant to this Section 3.2 in a manner that complies with Rule 16b-3 promulgated by the SEC under the 1998 Company Option, and the Restricted Option Shares Amount shall be held by the Company and delivered to the Exercisable Option Holder upon the same terms and conditions as would have applied to the Restricted Option Shares under the 1998 Company Option.Securities Exchange Act of 1934 ("Exchange Act"). ------------