Common use of Conversion of Stock Options Clause in Contracts

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase Synteni Shares (a "Synteni Option") granted under Synteni's 1996 Equity Incentive Plan, (the "Synteni Plan") outstanding immediately prior to the Effective Time shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to the Effective Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common and (ii) the per share exercise price for the Incyte Common issuable upon exercise of such Converted Synteni Option will be equal to the quotient obtained by dividing the exercise price per share of the Synteni Shares at which such Synteni Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Options hereunder will meet the requirements of section 424(a) of the Code and this Section 2.2(a) shall be interpreted consistent with such intention. Subject to the terms of the Synteni Options and the documents governing such Synteni Option, the Merger will not terminate or accelerate any Converted Synteni Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after the Merger. (b) As soon as practicable after the Effective Time, Incyte shall issue to each holder of a Converted Synteni Option a document evidencing the conversion of the Synteni Option by Incyte.

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase Synteni Company Shares (a "Synteni OptionCOMPANY OPTION") granted under Syntenithe Company's 1996 Equity Incentive 1998 Employee, Director and Consultant Stock Option Plan, as amended (the "Synteni PlanCOMPANY PLAN") ), outstanding immediately prior to the Effective Time shall be converted into an option to purchase Incyte Parent Common (a "Converted Synteni OptionCONVERTED COMPANY OPTION") (the aggregate number of Synteni Company Shares issuable upon the exercise of all outstanding Synteni Company Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option AmountOUTSTANDING OPTION AMOUNT"). Each Synteni Company Option so converted by Incyte Parent will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Company Option immediately prior to the Effective Time, except that (i) such Converted Synteni Company Option will be exercisable for that number of whole shares of Incyte Parent Common as is equal to the product of the number of Synteni Company Shares that were purchasable under the Synteni Company Option immediately prior to the Effective Time, multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common Parent Common, and (ii) the per share exercise price for the Incyte Parent Common issuable upon exercise of such Converted Synteni Company Option will be equal to the quotient obtained by dividing the exercise price per share of the Synteni Company Shares at which such Synteni Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Company Options hereunder will meet the requirements of section 424(a) of the Code and this Section 2.2(a) shall be interpreted in a manner consistent with such intention. Subject to the terms of the Synteni Company Options and the documents governing such Synteni Company Option, the Merger will not terminate or accelerate any Converted Synteni Company Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Parent Common acquired upon exercise of such Converted Synteni Company Option. Holders of Synteni Company Options will not be entitled to acquire Synteni Company Shares after the Merger. Prior to the Effective Time, the Company will make any amendments to the terms of the Company Plan that are necessary to give effect to the transactions contemplated by this Section 2.2. (b) As soon as practicable after the Effective Time, Incyte Parent shall issue to each holder of a Converted Synteni Company Option a document evidencing the conversion of the Synteni Company Option by IncyteParent.

Conversion of Stock Options. (a) At the Effective Time, by virtue all rights with respect to CSB Common Stock pursuant to the CSB Options that are outstanding at the Effective Time, whether or not then exercisable, shall be converted into and become rights with respect to First Charter Common Stock, and First Charter shall assume each CSB Option, in accordance with the terms of the Merger CSB Incentive Stock Option Plan under which it was issued and without any action on the part stock option agreement by which it is evidenced. From and after the Effective Time, and subject to the provisions of the holders thereof, each unexpired and unexercised option to purchase Synteni Shares (a "Synteni Option") granted under Synteni's 1996 Equity Incentive PlanSECTION 3.01(C), (i) each CSB Option assumed by First Charter may be exercised solely for shares of First Charter Common Stock, (ii) the "Synteni Plan") outstanding number of shares of First Charter Common Stock subject to each CSB Option shall be equal to the number of shares of CSB Common Stock subject to such CSB Option immediately prior to the Effective Time shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to the Effective Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common and (iiiii) the per share exercise price for under each such CSB Option shall be adjusted by dividing the Incyte per share exercise price under each such option by the Exchange Ratio and rounding down to the nearest cent, and (iv) First Charter and its Compensation Committee shall administer the CSB Incentive Stock Option Plan governing such CSB Options; PROVIDED, HOWEVER, that the terms of each CSB Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. FCC shall not be obligated to issue any fraction of a share of First Charter Common issuable Stock upon exercise of such Converted Synteni Option will be equal to the quotient obtained by dividing the exercise price per CSB Options, and any fraction of a share of First Charter Common Stock that otherwise would be subject to a converted CSB Option shall represent the Synteni Shares at which such Synteni Option was exercisable immediately prior right to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Options hereunder will meet the requirements of section 424(areceive cash (without interest) of the Code and this Section 2.2(a) shall be interpreted consistent with such intention. Subject to the terms of the Synteni Options and the documents governing such Synteni Option, the Merger will not terminate or accelerate any Converted Synteni Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Common acquired upon exercise of the converted CSB Option in an amount equal to such Converted Synteni fractional part of a share of First Charter Common Stock multiplied by the difference in the Fair Market Value of one share of First Charter Common Stock on the last business day preceding the date of exercise of such CSB Option and the per share exercise price of such CSB Option. Holders of Synteni Options It is intended that the foregoing assumption shall be undertaken in a manner that will not be entitled constitute a "modification," as defined in Section 425 of the Code, as to acquire Synteni Shares after any CSB Option which is an "incentive stock option," as defined in Section 422 of the MergerCode. (b) As soon Except as practicable after expressly provided herein or as otherwise agreed in writing by the parties, (i) the provisions of the CSB Stock Plans and any other plan, program or arrangement pursuant to which CSB may, or may be required to, issue stock or stock-based compensation, shall be terminated by the Effective Time, Incyte and (ii) CSB shall issue to each ensure that following the Effective Time no holder of a Converted Synteni Option a document evidencing the conversion CSB Options or any participant in any CSB Stock Plan shall have any right thereunder to acquire any equity securities of the Synteni Option by IncyteCSB or any of its Subsidiaries.

Conversion of Stock Options. (a) At Prior to the Effective Time, RBMG shall cause each employee stock option held by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option Person to purchase Synteni Shares RBMG Common Stock (a each an "Synteni RBMG Option") granted under Synteni's 1996 Equity Incentive Plan, to become fully vested and exercisable in accordance with its terms. Except for those RBMG Options as to which the holder elects with the consent of RBMG to survive the Closing (the "Synteni PlanRollover Options") outstanding immediately ), each RBMG Option which is not exercised prior to the Closing Date (each an "Unexercised RBMG Option") shall be exchanged for Two Dollars ($2.00) per share of RBMG Common Stock subject to the unexercised portion of such option. The Parties agree that, as of the Effective Time Time, all options to purchase RBMG Stock, with the exception of the Rollover Options, shall have been terminated or exercised. (b) As of the Effective Time, each Rollover Option shall automatically be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to the Effective Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte NetBank Common and Stock (iia "NetBank Option") determined by multiplying (i) the per share exercise price for the Incyte number of shares of RBMG Common issuable upon exercise of Stock subject to such Converted Synteni Rollover Option will be equal to the quotient obtained by dividing the exercise price per share of the Synteni Shares at which such Synteni Option was exercisable immediately prior to the Effective Time by (ii) the Exchange Ratio, Ratio (with the result rounded up to the nearest whole share), at an exercise price per share of NetBank Common Stock equal to the exercise price per share of RBMG Common Stock subject to the Rollover Option divided by the Exchange Ratio (with the result increased to the nearest whole cent. The parties intend ); provided, however, that in the case of any Rollover Option to which Section 421 of the Internal Revenue Code applies by reason of its qualification as an incentive stock option under Section 422 of the Internal Revenue Code, the conversion of the Synteni Options hereunder will meet the requirements of section formula shall be adjusted if necessary to comply with Section 424(a) of the Code and this Section 2.2(a) Internal Revenue Code. After the Effective Time, each NetBank Option shall be interpreted consistent with such intentionexercisable upon the same terms and conditions as were applicable to the related Rollover Option other than the changes required by this Agreement. Subject NetBank shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NetBank Common Stock for delivery upon exercise of NetBank Options pursuant to the terms of the Synteni Options and the documents governing such Synteni Option, the Merger will not terminate or accelerate any Converted Synteni Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Common acquired upon exercise of such Converted Synteni Optionset forth in this Section 2.9(b). Holders of Synteni Options will not be entitled to acquire Synteni Shares after the Merger. (b) As soon as practicable after but in any event not later than the Effective Time, Incyte the shares of NetBank Common Stock subject to NetBank Options will be covered by an effective registration statement on Form S-8 (or any successor form) or another appropriate form and NetBank shall issue maintain the effectiveness of such registration statement for so long as the NetBank Options remain outstanding. As soon as practicable following the Effective Time, NetBank shall deliver to each holder of a Converted Synteni Option a document evidencing the conversion holders of the Synteni Option by IncyteNetBank Options appropriate notices setting forth such individual's rights pursuant this Section 2.9.

Conversion of Stock Options. (ai) At Javelin and NYFIX shall take such actions as are necessary to provide that (i) at the Effective Time each outstanding option to acquire Javelin Common Stock ("Javelin Stock Option") and each outstanding warrant to acquire Javelin Common Stock (the "Warrant") shall be adjusted in accordance with the terms thereof and this Merger Agreement to be exercisable to purchase shares of NYFIX Common Stock as provided below and (ii) the vesting of exercisability of each Javelin Stock Option and termination of any repurchase rights for shares of Javelin Common Stock issued pursuant to the Javelin Option Plan (as defined in Section 4.01(c)) shall be accelerated due to the Merger and this Merger Agreement. Following the Effective Time, by virtue of the Merger each Javelin Stock Option and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase Synteni Shares (a "Synteni Option") granted under Synteni's 1996 Equity Incentive Plan, (the "Synteni Plan") outstanding immediately prior to the Effective Time Warrant shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and shall be subject to, substantially the same terms and conditions (other than with respect to vesting or repurchase rights) set forth in the documents governing Javelin Stock Plan or any other agreement pursuant to which such Synteni Javelin Stock Option or Warrant was subject immediately prior to the Effective Time, except that (i) such Converted Synteni each Javelin Stock Option will and Warrant, as the case may be, shall be exercisable for that number of whole shares of Incyte NYFIX Common as is Stock equal to the product of (x) the aggregate number of Synteni Shares that were purchasable under shares of Javelin Common Stock for which such Javelin Stock Option or Warrant, as the Synteni case may be, was exercisable and (y) the Option immediately prior to the Effective Time, multiplied by the Exchange RatioRatio (as defined below), rounded down to the nearest whole number of shares of Incyte Common share, if necessary, and (ii) the per share exercise price for the Incyte Common issuable upon exercise of such Converted Synteni Javelin Stock Option will or Warrant, as the case may be, shall be equal to the quotient obtained by dividing the exercise price per share of the Synteni Shares at which such Synteni Option was exercisable immediately prior to the Effective Time divided by the Option Exchange Ratio, Ratio (rounded up to the nearest whole cent). The parties intend that the conversion adjustments provided herein to any options which are incentive stock options (as defined in Section 422 of the Synteni Options hereunder will meet the requirements of section Code) shall be effected in a manner consistent with Section 424(a) of the Code and this Section 2.2(a) Code. The Option Exchange Ratio shall be interpreted consistent with such intention. Subject to arrived at by (i) reducing the terms Base Consideration by the liquidation preference of the Synteni Options Javelin Preferred Stock and (ii) dividing the documents governing such Synteni Optionresulting consideration by the outstanding Javelin Common Stock and Javelin Common Stock equivalents to determine the price per share NYFIX is paying for each share of Javelin Common Stock ("Price Per Common Share"). Such Price Per Common Share, when divided by the Merger will not terminate or accelerate any Converted Synteni Average Price yields the Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after the MergerExchange Ratio. (bii) As soon as practicable after the Effective Time, Incyte NYFIX shall issue deliver to each holder the holders of a Converted Synteni Option a document the Javelin Stock Options and Warrant, as the case may be, appropriate notices setting forth such holders' rights pursuant to the Javelin Stock Plan and the agreements evidencing the conversion grants of such Javelin Stock Options or Warrant, as the case may be, and that such Javelin Stock Options and Warrant, as the case may be, and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.01(g)) after giving effect to the Merger and the provisions set forth above. NYFIX shall comply with the terms of the Synteni Option by IncyteJavelin Stock Plan and Warrant and any agreement related thereto. (iii) NYFIX shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NYFIX Common Stock for delivery upon exercise of Javelin Stock Options and the Warrant. NYFIX shall file a registration statement on Form S-8 as of or promptly following the Effective Time with respect to the shares of NYFIX Common Stock subject to Javelin Stock Options and the Warrant and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option all rights with respect to purchase Synteni Shares BFC Common Stock pursuant to stock options or stock appreciation rights (a "Synteni OptionBFC Options") granted by BFC under Syntenithe BFC Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Acquiror Common Stock, and Acquiror shall assume each BFC Option, in accordance with the terms of the BFC Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Acquiror and its Compensation Committee shall be substituted for BFC and the Committee of BFC's 1996 Equity Incentive Board of Directors (including, if applicable, the entire Board of Directors of BFC) administering such BFC Stock Plan, (ii) each BFC Option assumed by Acquiror may be exercised solely for shares of Acquiror Common Stock (or cash in the "Synteni Plan"case of stock appreciation rights), (iii) outstanding the number of shares of Acquiror Common Stock subject to such BFC Option shall be equal to the number of shares of BFC Common Stock subject to such BFC Option immediately prior to the Effective Time shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to the Effective Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common and (iiiv) the per share exercise price for under each such BFC Option shall be adjusted by dividing the Incyte per share exercise price under each such BFC Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Acquiror shall not be obligated to issue any fraction of a share of Acquiror Common issuable Stock upon exercise of BFC Options and any fraction of a share of Acquiror Common Stock that otherwise would be subject to a converted BFC Option shall represent the right to receive a cash payment upon exercise of such Converted Synteni converted BFC Option will be equal to the quotient obtained by dividing product of such fraction and the difference between the market value of one share of Acquiror Common Stock at the time of exercise of such Option and the per share exercise price per of such Option. The market value of one share of Acquiror Common Stock at the Synteni Shares at which time of exercise of an Option shall be the last sale price of such Synteni Option was exercisable immediately prior to common stock on the Effective Time Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Acquiror) on the Exchange Ratiolast trading day preceding the date of exercise. In addition, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Options hereunder will meet the requirements of section 424(anotwithstanding clauses (iii) and (iv) of the Code and first sentence of this Section 2.2(a) 3.5, each BFC Option which is an "incentive stock option" shall be interpreted consistent with such intention. Subject to the terms adjusted as required by Section 424 of the Synteni Options Internal Revenue Code, and the documents governing such Synteni Optionregulations promulgated thereunder, the Merger will so as not terminate to constitute a modification, extension or accelerate any Converted Synteni Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after the Merger. (b) As soon as practicable after the Effective Time, Incyte shall issue to each holder of a Converted Synteni Option a document evidencing the conversion renewal of the Synteni Option by Incyteoption, within the meaning of Section 424(h) of the Internal Revenue Code. BFC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.

Conversion of Stock Options. (a) At Prior to the Merger Effective Time, Target shall take such actions as may be necessary so that each stock option, stock purchase right, any other similar right to acquire shares of Target Common Stock, or any other right to receive payment with respect to an award (the "Existing Target Options") issued under the BNP Residential Properties, Inc. Amended and Restated 1994 Stock Option and Incentive Plan (the "Stock Option Plan"), or under any agreement to which Target or any Target Subsidiary is a party, is fully vested (to the extent not otherwise vested) at the Merger Effective Time. At the Merger Effective Time, (i) each holder of an Existing Target Option shall be entitled to receive a cash payment, without interest and less applicable withholding taxes, equal to the amount, if any, by virtue which the Common Stock Price Per Share exceeds the per share exercise or purchase price of such Existing Target Option multiplied by the number of shares of Target Common Stock subject to such Existing Target Option, and (ii) each Existing Target Option shall be canceled at the Merger Effective Time. Notwithstanding the foregoing, if the exercise price per share provided for in any Existing Target Option equals or exceeds the Common Stock Price Per Share, no cash shall be paid with regard to such Existing Target Option to the holder of such Existing Target Option. Prior to the Merger Effective Time, Buyer and Target shall establish a procedure to effect the surrender of Existing Target Options contemplated by this Section 2.4(a). (b) In connection with the Merger, as of the Merger and without Effective Time, any action restrictions with respect to outstanding restricted shares awarded under the Stock Option Plan shall terminate or lapse. After such restrictions terminate or lapse, the shares relating thereto shall be automatically converted into the right to receive the Common Stock Price per Share on the part of the holders thereof, each unexpired and unexercised option to purchase Synteni Shares (a "Synteni Option") granted under Synteni's 1996 Equity Incentive Plan, (the "Synteni Plan") outstanding immediately prior to the Effective Time shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to applicable sections of this Article II. (c) As of the Merger Effective Time, except that (i) such Converted Synteni the Stock Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective TimePlan shall terminate, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common and (ii) the per share exercise price for the Incyte Common issuable upon exercise of all awards issued under such Converted Synteni Stock Option will be equal to the quotient obtained by dividing the exercise price per share of the Synteni Shares at which such Synteni Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Options hereunder will meet the requirements of section 424(a) of the Code and this Section 2.2(a) Plan shall be interpreted consistent with such intention. Subject to the terms terminated and (iii) no holder of the Synteni Options and the documents governing such Synteni Option, the Merger will not terminate or accelerate any Converted Synteni an Existing Target Option or any participant in such Stock Option Plan shall have any right thereunder to acquire any securities of exerciseTarget, vesting the Surviving Corporation or repurchase relating thereto any Subsidiary thereof or receive any payment or benefit with respect to Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after any award previously granted under the MergerStock Option Plan except as provided in Section 2.4(a). (b) As soon as practicable after the Effective Time, Incyte shall issue to each holder of a Converted Synteni Option a document evidencing the conversion of the Synteni Option by Incyte.

Conversion of Stock Options. (a) At the Effective Time, by virtue each ACSYS Option which is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to ICCE Common Stock, and ICCE shall assume each ACSYS Option, in accordance with the terms of the Merger ACSYS stock option plan and without any action on stock option agreement by which it is evidenced (collectively, "ACSYS Stock Plan"), except that from and after the part Effective Time, (i) ICCE and its Stock Option Committee shall be substituted for ACSYS and the Committee of ACSYS's Board of Directors (including, if applicable, the holders thereof, each unexpired and unexercised option to purchase Synteni Shares (a "Synteni Option"entire Board of Directors of ACSYS) granted under Synteni's 1996 Equity Incentive administering such ACSYS Stock Plan, (ii) each ACSYS Option assumed by ICCE may be exercised solely for shares of ICCE Common Stock, (iii) the "Synteni Plan") outstanding number of shares of ICCE Common Stock subject to such ACSYS Option shall be equal to the number of shares of ACSYS Common Stock subject to such ACSYS Option immediately prior to the Effective Time shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to the Effective Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common and (iiiv) the per share exercise price for under each such ACSYS Option shall be adjusted by dividing the Incyte per share exercise price under each such ACSYS Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, ICCE shall not be obligated to issue any fraction of a share of ICCE Common issuable Stock upon exercise of ACSYS Options and any fraction of a share of ICCE Common Stock that otherwise would be subject to a converted ACSYS Option shall represent the right to receive a cash payment upon exercise of such Converted Synteni converted ACSYS Option will be equal to the quotient obtained by dividing product of such fraction and the difference between the market value of one share of ICCE Common Stock at the time of exercise of such Option and the per share exercise price per of such Option. The market value of one share of ICCE Common Stock at the Synteni Shares at which such Synteni time of exercise of an Option was exercisable immediately prior to shall be the Effective Time by price determined in accordance with the Exchange RatioICCE Stock Option Plan. In addition, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Options hereunder will meet the requirements of section 424(anotwithstanding clauses (iii) and (iv) of the Code and first sentence of this Section 2.2(a3.7, each ACSYS Option which is an "incentive stock option" (if any) shall be interpreted consistent with such intention. Subject to the terms adjusted as required by Section 424 of the Synteni Options Internal Revenue Code, and the documents governing such Synteni Optionregulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the Merger will not terminate option, within the meaning of Section 424(h) of the Internal Revenue Code. ACSYS and ICCE agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.7, including using its reasonable efforts to obtain from each holder of a ACSYS Option any Consent or accelerate any Converted Synteni Option Contract that may be deemed necessary or any right of exercise, vesting or repurchase relating thereto with respect advisable in order to Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after effect the Mergertransactions contemplated by this Section 3.7. (b) As soon as practicable after the Effective Time, Incyte ICCE shall issue deliver to the participants in each holder ACSYS Stock Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such ACSYS Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.7(a) after giving effect to the Merger), and ICCE shall comply with the terms of a Converted Synteni Option a document evidencing each ACSYS Stock Plan to ensure, to the conversion extent required by, and subject to the provisions of, such ACSYS Stock Plan, that ACSYS Options which qualified as incentive stock options prior to the Effective Time (if any) continue to qualify as incentive stock options after the Effective Time. At or prior to the Effective Time, ICCE shall take all corporate action necessary to reserve for issuance sufficient shares of the Synteni Option ICCE Common Stock for delivery upon exercise of ACSYS Options assumed by Incyteit in accordance with this Section 3.7.

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase Synteni Shares shares of Company Stock (individually a "Synteni Company Option" and collectively the "Company Options") granted under Syntenithe Company's 1996 Equity Incentive 1994 Stock Option Plan, (the "Synteni Company Plan") outstanding immediately prior to the Effective Time shall be converted into an option to purchase Incyte Meadowbrook Common (a "Converted Synteni Company Option") (the aggregate number of Synteni Shares shares of Company Stock issuable upon the exercise of all outstanding Synteni Company Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Company Option so converted by Incyte Meadowbrook will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Company Option immediately prior to the Effective Time, except that (i) such Converted Synteni Company Option will be exercisable for that number of whole shares of Incyte Meadowbrook Common as is equal to the product of the number of Synteni Shares shares of Company Stock that were purchasable under the Synteni Company Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Meadowbrook Common and (ii) the per share exercise price for the Incyte Meadowbrook Common issuable upon exercise of such Converted Synteni Company Option will be equal to the quotient obtained by dividing the exercise price per share of the Synteni Shares shares of Company Stock at which such Synteni Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Company Options hereunder will meet the requirements of section Section 424(a) of the Code and this Section 2.2(a) shall be interpreted consistent with such intention. Subject to Consistent with the terms of the Synteni Company Options and the documents governing such Synteni Company Option, the Merger will not terminate or accelerate any Converted Synteni Company Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Meadowbrook Common acquired upon exercise of such Converted Synteni Company Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after the Merger. (b) As soon as practicable after the Effective Time, Incyte Meadowbrook shall issue to each holder of a Converted Synteni Company Option a document evidencing the conversion of the Synteni such holder's Company Option by IncyteMeadowbrook.