Common use of Employee Stock Options Clause in Contracts

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (A) the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basis. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c).

Employee Stock Options. The Company shall (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) Each unvested, outstanding ----------------------- option cancel immediately prior to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees consummation of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or each such option it has the Mergerright to cancel, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). and (b) At with respect to options it does not have the Effective Timeright to cancel, each outstanding vested Employee Option (including any use its reasonable best efforts to obtain the consent of the holder of such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shallto its cancellation and, subject to Section 2.8(dsuch consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration Per Share Amount over the per-share exercise price per Share previously subject to for such vested Employee Option. (c) At the Effective Timeoption, each outstanding unvested Employee Option (other than options that multiplied by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by option 6 10 (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Conversion Ratio (as defined below), at a price per GEC Share equivalent (rounded up Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the nearest whole xxxxxholder thereof (a) equal a refund of any amount withheld from the holder's compensation to (A) pay the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate thereof, and (as defined belowb) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average excess, if any, of the closing Per Share Amount over the per-share exercise price for a GEC Share on such option, multiplied by the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes number of GEC Shares on each subject to such day. In the event another company becomes the successor ultimate parent of Parent, the shares of option (such successor will be substituted for GEC Shares on an equitable basis. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is payment to be cancelled at the Effective Time in lieu net of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(capplicable withholding taxes).

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option With respect to an aggregate of 67,172 options to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. common stock (the "1995 Plan"“Options”) currently outstanding and Subsidiaries held by Employee, which represent all options issued to Employee prior to May 2016 and The 1998 Equity --------- Participation Plan 50% of Reltec Corporation (collectivelythe total number of options issued in May 2016, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the MergerEmployee acknowledges and agrees that, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest Date, all of Employee’s rights and interests in equal installments over the performance measurement period remaining after Options (which Options do not include those referenced in subpart (b) below), are hereby cancelled. In exchange for the cancellation of the Options (the “Option Cancellation”), Employee shall be entitled to receive, subject to applicable statutory deductions and tax withholdings, a lump sum cash payment in the amount of $50,000 (the “Option Consideration”). As a result of the Option Cancellation, the Options shall have no further force or effect, and Employee shall relinquish all of his rights and interests with respect to the Options. The Option Consideration shall be paid to Employee within four (4) weeks following the Effective Time; (ii) Employee Options issued to former employees Date of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate)this Agreement. (b) At With respect to an aggregate of 21,000 options to purchase common stock currently outstanding held by Employee not included in the Effective TimeOptions cancelled pursuant subpart (a) above, each outstanding vested which represent the remaining balance of exercisable options issued to Employee Option in May 2016 (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(dthe “May Options”), be cancelled by the Company, Employee and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary acknowledge and agree that the Company shall cause a cash payment to be made to Employee to terminate the May Options and pay Employee upon the occurrence of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of following events: (i) the number of Shares subject to such vested upon notice by Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio (as defined below)Company at Employee’s option, at a price per GEC Share equivalent equal to 75% of the net-equity value based upon the closing price of the Company’s common stock on the day preceding such notice; or (rounded up ii) automatically without notice to the nearest whole xxxxx) Company at any time if and when the closing price of the Company’s common stock is equal to or greater than $15 (A) the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"“Right of Redemption”). The value payment shall be paid to Employee as compensation within ten (10) days of each Substitute ----------------------- Phantom Unit will be payable upon exercise Employee’s notice to Company or date Right of Redemption occurs. This Right of Redemption shall continue to exist for a period of one hundred and twenty (less applicable withholding Taxes)120) days following termination of this Agreement, at Parent's electionwhich time such right shall expire; provided, however, that Employee’s right to Payment and Benefits remains in cash or GEC Shares effect through the Employment Termination Date in accordance with Subparagraph (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchangec) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those Paragraph 2 of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisthis Agreement. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c).

Employee Stock Options. (a) Each unvestedFollowing the acquisition of Shares ---------------------- pursuant to the Offer and prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions reasonably necessary, in the opinion of the Purchaser, to provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all the outstanding ----------------------- option stock options to purchase Shares the Company Common Stock (including any time options or performance options) (the "Employee Options") issued pursuant to heretofore granted under any stock option plan or stock incentive plan, including, but not limited to, the Amended and Restated 1995 Stock ------------------ Purchase and Option Key Employee Incentive Plan for Employees of Reltec Holdings, Inc. (the "1995 PlanXXXX"), of the Company (the "Stock Plans") and Subsidiaries and The 1998 Equity --------- Participation Plan all rights (including but not limited to rights to severance payments) ancillary to any such Option. As of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding Option, whether or not then vested Employee Option (including any such option which has vested as a result or exercisable, shall no longer be exercisable for the purchase of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and shares of Company Common Stock but shall entitle each holder of any such cancelled vested Employee Option shall be entitled thereof, in cancellation and full settlement therefor, to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount a payment in cash (less subject to any applicable withholding Taxes (taxes, the "Cash Payment"), as defined in Section 4.10 hereof)) soon as practicable after the Effective Time, equal to the product of (ix) the - total number of Shares shares of Company Common Stock subject to such Option, whether or not then vested Employee Option multiplied by or exercisable, and (iiy) the excessexcess of the Merger - Consideration, if any, of the Merger Consideration over the exercise price per Share previously share of the Company Common Stock subject to such vested Employee Option. Following the acquisition of Shares pursuant to the Offer and prior to the Effective Time, except to the extent provided in Section 3.5(c) in respect of the Performance Shares (as defined in Section 3.5(c)), the Company will take all steps to ensure that neither the Company nor any of its subsidiaries is or will be bound by, or have any further obligation (including but not limited to the obligation to pay severance amounts) whatsoever in respect of, any Options or any other options, warrants, rights (including without limitation stock appreciation rights) or agreements which would entitle any person, other than the Parent or its affiliates, to own any capital stock of the Surviving Corporation or any of its subsidiaries or to receive any payment in respect thereof or related thereto. (b) All Stock Plans and any other plan, program or arrangement providing for the issuance or grant or any other interest in respect of the capital stock of the Company or any subsidiary shall terminate as of the Effective Time and the provisions in any other Benefit Plan (as defined in Section 4.13) providing for the issuance, transfer or grant of any capital stock of the Company or any interest in any capital stock of the Company shall be amended following the acquisition of Shares pursuant to the Offer and prior to the Effective Time to provide that, at the Effective Time, no participant or beneficiary thereunder shall have any continuing rights to acquire, hold, transfer or grant any capital stock of the Company or any interest in capital stock of the Company (other than in respect of cash payments through the Offer or the Merger), and, during such period, the Company shall take all necessary action to ensure that following the Effective Time no holder of an Option or of restricted Shares of the Company or any participant in any Stock Plans shall have any right thereunder to acquire any capital stock of the Company, the Parent or the Surviving Corporation or, except to the extent provided in Schedule 3.5(c), any rights (including but not limited to rights to severance payments) ancillary to any such right or award, subject in each case to the receipt of the cash payment provided for herein being made. (c) At Subject to the Effective Timefollowing sentence, each outstanding unvested Employee Option awards of restricted Shares (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended awards of restricted Shares granted to Xxxxxx Xxxxxxxxxx, Xxxxxxxx X. Xxxxxxxxx and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (A) the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange Xxxxx X. Xxxxxxxxxx (the "LSEPerformance Shares")) --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal granted prior to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling Effective Time shall become fully vested as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (and the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE Shares underlying such awards shall then be surrendered in exchange for the twenty trading days preceding Merger Consideration in accordance with Section 3.1(d). The Performance Shares may be surrendered for the Effective Time Merger Consideration in accordance with Section 3.1(d) only if such Performance Shares have vested on or before June 30, 2000 in accordance with the terms thereof; provided, that, if the Performance Shares do -------- ---- not vest on or before June 30, 2000, such Performance Shares shall be forfeited and weighted shall not be exchanged for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisMerger Consideration. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c).

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining Immediately after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee option to purchase Shares (in each case, an "OPTION") granted under the Target's (a) Incentive Stock Option Plan 1Q (including any Non-Qualified), (b) Incentive Stock Option Plan 2Q, (c) Incentive Stock Option Plan 3Q, (d) Incentive Stock Option Plan 4Q, (e) Independent Directors Stock Option Plan (5NQ), (f) Stock Option Plan 6NQ and (g) Exigent International, Inc. Omnibus Stock Option and Incentive Plan (such option which has vested plans (a) - (g) being hereinafter collectively referred to as a result of acceleration as set forth in Section 2.8(athe `Target Option Plans")) , that is then exercisable and vested, shall, subject to Section 2.8(d)the Target's receipt of any required consent of the holders of such Options, be cancelled by the CompanyTarget, and each holder of any such a cancelled vested Employee Option shall be entitled to receive from Acquiror Sub at the Company orsame time as payment for Shares is made by Acquiror Sub in connection with the Merger, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for the cancellation of such Option, an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares previously subject to such vested Employee Option multiplied by and (ii) the excess, if any, of the Merger Consideration Per Share Amount over the exercise price per Share previously subject to such vested Employee Option. (c) At . Each Option that is not canceled as described above shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Target Option Plan and agreement pursuant to which such Option was issued as in effect immediately prior to the Effective Time, except that (i) each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (A) the exercise price for the Shares previously purchasable pursuant to for which such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and is exercisable shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basis. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time be converted into the right to receive an amount in lieu cash equal to the Per Share Amount, and (ii) such Option shall therefore be exercisable for an amount in cash equal to the product of (x) the excess, if any, of the positive cash payment pursuant Per Share Amount over the per-share exercise price for such Option, multiplied by (y) the number of shares of Target Common Stock previously subject to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c)Option.

Employee Stock Options. (a) Each unvestedNotwithstanding anything to the contrary set forth in Section 8.01, prior to the Closing Date (as defined in the Series B Share Subscription Agreement), the Company may adopt an employee share option plan under which the Company will be authorized to grant a maximum number of share options equal to 1.5% of the Ordinary Shares outstanding ----------------------- option immediately prior to purchase Shares the Closing (including any time as defined in the Series B Share Subscription Agreement), calculated on a Fully-Diluted basis (the “Pre-Closing Options Pool”). Notwithstanding anything to the contrary set forth in the Amended and Restated Shareholders’ Agreement and the Second Amended and Restated Memorandum and Articles, the majority of the directors of the Company (which majority shall include the directors designated by Carlyle and CICC pursuant to the Shareholders’ Agreement or the Amended and Restated Shareholders’ Agreement, as applicable) shall have the sole right to determine the granting of the share options or performance optionsin the Pre-Closing Options Pool. (b) The majority of the directors of the Company ("Employee Options") issued which majority shall include all directors designated by the Investors pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees Shareholders’ Agreement) may adopt an employee share option plan under which the Company will be authorized to grant a maximum number of Reltec Holdingsshare options equal to 3.0% of the Ordinary Shares outstanding on (x) the QPO Date or (y) April 30, Inc. 2009, whichever is earlier, calculated on a Fully-Diluted basis (the "1995 Plan"“Post-Closing Options Pool”); provided that (A) and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- no share options in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Post-Closing Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but Pool shall be converted as granted to any of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that Controlling Shareholders unless such grant has been approved by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary all directors of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option designated by the Conversion Ratio Investors pursuant the Amended and Restated Shareholders’ Agreement, and (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (AB) the exercise price for of any such share option shall not be lower than the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The fair market value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Ordinary Share on the London Stock Exchange (the "LSE") --- a per share basis on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by that such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisshare option is granted. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c).

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares The Company has taken all necessary action (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but which action shall be converted effective as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by including obtaining the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary consent of the individual holders of Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio (as defined below), Stock Options at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (A) the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying RateOptionholders"), if necessary, to (i) terminate the Company's 2003 Stock Incentive Plan, 2001 Stock Incentive Plan, 2000 Stock Incentive Plan, 1999 Stock Incentive Plan, 1997 Stock Incentive Plan and 1994 Stock Incentive Plan, and the MRPA 2002 Stock Incentive Plan, each as amended through the date of this Agreement (the "Company Stock Option Plans") divided by ----------------- an amount equal to the average and (ii) cancel, as of the closing price for Effective Time, each vested or unvested option to purchase a GEC Share on granted under the LSE for the twenty trading days preceding Company Stock Option Plans (each, a "Company Stock Option") that is outstanding and unexercised at the Effective Time Time, and weighted for trading volumes (iii) vest, no later than immediately before the Effective Time, all outstanding and unvested Company Stock Options, including those held by non-employee directors of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisCompany. (db) Subject to the need to comply with applicable legal requirementsSection 2.06(e), Parent shall provide to each holder of a vested Employee Company Stock Option that is to be cancelled outstanding and unexercised at the Effective Time shall be entitled to receive, in lieu exchange for the cancellation of each such Company Stock Option: (i) For each Company Stock Option that is an Earn Out Option, the right to receive, without any further condition, from Bionics Trust the Earn Out Option Consideration; or (ii) For each Company Stock Option that is a Cash Option (which shall include each Mandatory Cash Option), the right to receive, without any further condition, from Bionics Trust the Cash Option Payment. Notwithstanding anything to the contrary in this Agreement, to the extent that the payment of any consideration pursuant to this Agreement, either alone or together with other payments or distributions of any type (including any accelerated vesting or payment of stock options or other awards) (collectively, the "Total Payments") to or for any holder of Company Stock Options (other than any "disqualified individual" as defined in Section 280G(c) of the positive cash payment Code whose name is not included on the list of individuals that is submitted to Stockholders as part of the request for Stockholder approval of certain payments pursuant to the shareholder approval requirements of Treasury Regulation Section 2.8(b1.280G-1 Q-A 7) is or will be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), an alternative the Total Payments shall be reduced (but not below zero) so that the maximum amount of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c)Total Payments (after reduction) shall be one dollar ($1) less than the amount that would cause the Total Payments to be subject to the Excise Tax.

Employee Stock Options. (a) Each unvestedNotwithstanding anything to the contrary set forth in Section 8.01, prior to the Closing Date (as defined in the Series B Share Subscription Agreement), the Company may adopt an employee share option plan under which the Company will be authorized to grant a maximum number of share options equal to 1.5% of the Ordinary Shares outstanding ----------------------- option immediately prior to purchase Shares the Closing (including any time as defined in the Series B Share Subscription Agreement), calculated on a Fully-Diluted basis (the “Pre-Closing Options Pool”). Notwithstanding anything to the contrary set forth in the Amended and Restated Shareholders’ Agreement and the Second Amended and Restated Memorandum and Articles, the majority of the directors of the Company (which majority shall include the directors designated by Carlyle and CICC pursuant to the Shareholders’ Agreement or the Amended and Restated Shareholders’ Agreement, as applicable) shall have the sole right to determine the granting of the share options or performance optionsin the Pre-Closing Options Pool. (b) The majority of the directors of the Company ("Employee Options") issued which majority shall include all directors designated by the Investors pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees Shareholders’ Agreement) may adopt an employee share option plan under which the Company will be authorized to grant a maximum number of Reltec Holdingsshare options equal to 3.0% of the Ordinary Shares outstanding on (x) the QPO Date or (y) April 30, Inc. 2009, whichever is earlier, calculated on a Fully-Diluted basis (the "1995 Plan"“Post-Closing Options Pool”); provided that (A) and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- no share options in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Post-Closing Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but Pool shall be converted as granted to any of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that Controlling Shareholders unless such grant has been approved by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary all directors of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option designated by the Conversion Ratio (as defined below)Investors pursuant the Amended and Restated Shareholders’ Agreement, at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (A) the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by and (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basis. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c).price

Employee Stock Options. (a) Each unvested, outstanding ----------------------- Employee shall be entitled to participate in any employee stock option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") plan that may be accelerated in connection with any change of control (implemented by the Company for an employee as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following:described below. (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as granted options to purchase 33,000 shares of common stock, par value $.0001 per share (the "Medytox Common Stock"), of the Effective Time into Company on December 31, 2015 and options that vest in equal installments over to purchase 100,000 shares of Medytox Common Stock each December 31 thereafter (if he remains then employed on each such date by the performance measurement period remaining after Company) at the Effective Timeprevailing market price per share on the grant date; (ii) Employee Options issued In the event the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of April 15, 2015 (the "Merger Agreement"), among CollabRx, Inc., CollabRx Merger Sub, Inc. and the Company is consummated, any grant of options provided for in this Section 3(f) to former employees be made after the date of Positron Fiber Systems Corporation that by their current terms terminate upon a change the Merger shall be for shares of control will terminatecommon stock, par value $.01 per share (the "CollabRx Common Stock"), of CollabRx, Inc.; (iii) The number of shares of Common Stock issuable upon the exercise of the options to be granted to the Employee Options issued since the Company's initial public offering in March 1998 will not pursuant to this Section 3(f) shall be accelerated (other than so-called "Stock appropriately adjusted in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder event of any such cancelled vested Employee Option merger, consolidation, stock split or other similar event; provided, that, no adjustment shall be entitled to receive from made upon the Company or, at Parent's option, any subsidiary consummation of the Company (in each case, with funds provided, directly Merger or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes Parent Reverse Split (as defined in Section 4.10 hereofthe Merger Agreement); and (iv) equal Except as may be provided in any option plan pursuant to which the options may be granted, all awards will be subject to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) equal to (A) the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisplan. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(c).

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as As of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of ---------------------- (i) each outstanding Company Employee Stock Option, and any other Company Option (together, the "Adjusted Options") shall be exchanged for an option to purchase the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined Parent ADSs derived by multiplying the number of Shares subject to such unvested Company Employee Stock Option or other Company Option immediately prior to the Effective Time by the Conversion Exchange Ratio (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) number of Parent ADSs), at an exercise price per share equal to (A) the exercise price for each such Share subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to the Company shall be deemed to refer to Parent, where appropriate, and (ii) Parent shall assume the obligations of the Company under the Company Stock Plans. The other terms of each Adjusted Option, and the plans under which they were issued, shall continue to apply in accordance with their terms, subject to Section ------- 5.7(d). ------ (b) As of the Effective Time, each outstanding award (including restricted stock, deferred stock, phantom stock, stock equivalents and stock units) ("Company Award") under any Company Stock Plan shall be exchanged for a similar instrument of Parent, in each case with such adjustments (and no other adjustments) to the terms of such Company Awards as are necessary to preserve the value inherent in such Company Awards with no detrimental effects, taken as a whole, on the holder thereof, and the Parent shall assume the obligations of the Company under the Company Awards. The other terms of each Company Award, and the plans or agreements under which they are issued, shall continue to apply in accordance with their terms subject to Section 5.7(d). -------------- (c) The Company and Parent agree that each of the Company Stock Plans and Parent Stock Plans shall be amended, to the extent necessary and appropriate to reflect the transactions contemplated by this Agreement, including, but not limited to the exchange of Shares previously purchasable held or to be awarded or paid pursuant to such unvested Employee Option converted benefit plans, programs or arrangements into pounds sterling at Parent ADSs on a basis consistent with the Noon Buying Rate (as defined below) divided transactions contemplated by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit")this Agreement. The value actions to be taken by the Company and Parent pursuant to this Section 5.7(c) -------------- shall include the submission by the Company or Parent of each Substitute ----------------------- Phantom Unit will the amendments to the Parent Stock Plans or the Company Stock Plans to their respective shareholders, if such submission is determined to be payable upon exercise (less applicable withholding Taxes)necessary by counsel to the Company or Parent after consultation with one another; provided, at Parent's electionhowever, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on approval shall not be a condition to the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those consummation of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisMerger. (d) Subject Notwithstanding anything in subsection (a) or (b) above to the need contrary, if the exchange or conversion of any Adjusted Option or Company Award shall be prohibited or restricted under any applicable law, rule or regulation applicable to comply with applicable legal requirementsParent, Parent shall shall, in lieu thereof, provide to each the holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu with substantially the same economic benefit calculated as of the positive cash payment Effective Time. (e) Parent shall (i) reserve for issuance the number of Parent Ordinary Shares underlying Parent ADSs that will become subject to the benefit plans, programs and arrangements referred to in this Section and (ii) issue or cause to be issued the appropriate number of Parent Ordinary Shares to be represented by Parent ADSs pursuant to Section 2.8(b)applicable plans, an alternative programs and arrangements, upon the exercise or maturation of converting rights existing thereunder on the Effective Time or thereafter granted or awarded. No later than the Effective Time, the Parent shall prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of Parent Ordinary Shares underlying Parent ADSs necessary to fulfill Parent's obligations under this Section. For such vested Employee Option into Substitute Phantom Units period as the Parent shall be a reporting company under the Exchange Act, Parent shall use its reasonable best efforts to keep such registration statement effective (and the current status of the prospectus required thereby to be maintained) for as long as Adjusted Options or the Company Awards remain outstanding. (f) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders' rights pursuant to the Company Stock Plans and the agreements evidencing the grants of such Company Options and Company Awards and that such Company Options and Company Awards and 40 the related agreements shall be assumed by Parent and shall continue in effect on the same basis described in terms and conditions (subject to the adjustments required by this Section 2.8(c5.7 after giving effect to the Merger).. -----------

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as As of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) each outstanding Company Employee Stock Option, and any other Company Option (together, the "Adjusted Options") shall be exchanged for an option to purchase the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined Parent ADSs derived by multiplying the number of Shares subject to such unvested Company Employee Stock Option or other Company Option immediately prior to the Effective Time by the Conversion Exchange Ratio (as defined below), at a price per GEC Share equivalent (rounded up to the nearest whole xxxxx) number of Parent ADSs), at an exercise price per share equal to (A) the exercise price for each such Share subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to the Company shall be deemed to refer to Parent, where appropriate, and (ii) Parent shall assume the obligations of the Company under the Company Stock Plans. The other terms of each Adjusted Option, and the plans under which they were issued, shall continue to apply in accordance with their terms, subject to SECTION 5.7(d). (b) As of the Effective Time, each outstanding award (including restricted stock, deferred stock, phantom stock, stock equivalents and stock units) ("COMPANY AWARD") under any Company Stock Plan shall be exchanged for a similar instrument of Parent, in each case with such adjustments (and no other adjustments) to the terms of such Company Awards as are necessary to preserve the value inherent in such Company Awards with no detrimental effects, taken as a whole, on the holder thereof, and the Parent shall assume the obligations of the Company under the Company Awards. The other terms of each Company Award, and the plans or agreements under which they are issued, shall continue to apply in accordance with their terms subject to SECTION 5.7(d). (c) The Company and Parent agree that each of the Company Stock Plans and Parent Stock Plans shall be amended, to the extent necessary and appropriate to reflect the transactions contemplated by this Agreement, including, but not limited to the exchange of Shares previously purchasable held or to be awarded or paid pursuant to such unvested Employee Option converted benefit plans, programs or arrangements into pounds sterling at Parent ADSs on a basis consistent with the Noon Buying Rate (as defined below) divided transactions contemplated by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit")this Agreement. The value actions to be taken by the Company and Parent pursuant to this SECTION 5.7(c) shall include the submission by the Company or Parent of each Substitute ----------------------- Phantom Unit will the amendments to the Parent Stock Plans or the Company Stock Plans to their respective shareholders, if such submission is determined to be payable upon exercise (less applicable withholding Taxes)necessary by counsel to the Company or Parent after consultation with one another; provided, at Parent's electionhowever, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on approval shall not be a condition to the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those consummation of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisMerger. (d) Subject Notwithstanding anything in subsection (a) or (b) above to the need contrary, if the exchange or conversion of any Adjusted Option or Company Award shall be prohibited or restricted under any applicable law, rule or regulation applicable to comply with applicable legal requirementsParent, Parent shall shall, in lieu thereof, provide to each the holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu with substantially the same economic benefit calculated as of the positive cash payment Effective Time. (e) Parent shall (i) reserve for issuance the number of Parent Ordinary Shares underlying Parent ADSs that will become subject to the benefit plans, programs and arrangements referred to in this Section and (ii) issue or cause to be issued the appropriate number of Parent Ordinary Shares to be represented by Parent ADSs pursuant to Section 2.8(b)applicable plans, an alternative programs and arrangements, upon the exercise or maturation of converting rights existing thereunder on the Effective Time or thereafter granted or awarded. No later than the Effective Time, the Parent shall prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of Parent Ordinary Shares underlying Parent ADSs necessary to fulfill Parent's obligations under this Section. For such vested Employee Option into Substitute Phantom Units period as the Parent shall be a reporting company under the Exchange Act, Parent shall use its reasonable best efforts to keep such registration statement effective (and the current status of the prospectus required thereby to be maintained) for as long as Adjusted Options or the Company Awards remain outstanding. (f) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Options and Company Awards appropriate notices setting forth such holders' rights pursuant to the Company Stock Plans and the agreements evidencing the grants of such Company Options and Company Awards and that such Company Options and Company Awards and the related agreements shall be assumed by Parent and shall continue in effect on the same basis described in Section 2.8(cterms and conditions (subject to the adjustments required by this SECTION 5.7 after giving effect to the Merger).

Employee Stock Options. The Company shall (i) terminate each outstanding stock option plan for its employees and non-employee directors, including the 1996 Stock Incentive Plan, the 1996 Broad-Based Employee Stock Plan, the 1997 Non-Employee Director Plan (the "Option Plans") and each employee stock purchase plan for its employees and non-employee directors, including the 1997 Employee Stock Purchase Plan (the "ESPP") (collectively the "Stock Plans"), immediately prior to the consummation of the Offer without prejudice to the rights of the holders of options awarded pursuant thereto and (ii) grant no additional options or similar rights under the Stock Plans or otherwise on or after the date hereof. With respect to options outstanding under the Option Plans (whether or not then exercisable) immediately prior to consummation of the Offer, the Company shall (a) Each unvested, outstanding ----------------------- option cancel immediately prior to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees consummation of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or each such option it has the Mergerright to cancel, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). and (b) At with respect to options it does not have the Effective Timeright to cancel, each outstanding vested Employee Option (including any use its reasonable best efforts to obtain the consent of the holder of such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shallto its cancellation and, subject to Section 2.8(dsuch consent, cancel such option immediately prior to consummation of the Offer. In consideration, the Company shall agree to and shall pay to the holder of each cancelled option under the Option Plans, upon cancellation of such option and consummation of the Offer (whether or not such option was exercisable immediately prior to its cancellation), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration Per Share Amount over the per-share exercise price per Share previously subject to for such vested Employee Option. (c) At the Effective Timeoption, each outstanding unvested Employee Option (other than options that multiplied by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by option (such payment to be net of applicable withholding taxes). The Company shall cancel immediately prior to consummation of the Conversion Ratio (as defined below), at a price per GEC Share equivalent (rounded up Offer each option outstanding under the ESPP or any other Stock Plan and shall pay to the nearest whole xxxxxholder thereof (a) equal a refund of any amount withheld from the holder's compensation to (A) pay the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate thereof, and (as defined belowb) divided by (B) the Conversion Ratio (each, as so adjusted, a "Substitute Phantom Unit"). The value of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average excess, if any, of the closing Per Share Amount over the per-share exercise price for a GEC Share on such option, multiplied by the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes number of GEC Shares on each subject to such day. In the event another company becomes the successor ultimate parent of Parent, the shares of option (such successor will be substituted for GEC Shares on an equitable basis. (d) Subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is payment to be cancelled at the Effective Time in lieu net of the positive cash payment pursuant to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on the same basis described in Section 2.8(capplicable withholding taxes).

Employee Stock Options. (a) Each unvestedOn or shortly after the Effective Date, outstanding ----------------------- Holding shall have adopted a stock option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to plan, in the Amended form attached hereto as Exhibit A and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. incorporated herein by reference (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan ), for the grant of Reltec Corporation stock options to employees or directors of Holding or of any subsidiary of Holding to purchase shares of Common Stock, $0.01 par value per share, of Holding (collectively, the "Company Stock ------------- PlansCommon Stock") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At On or shortly after the Effective TimeDate, each outstanding vested Employee Option (including any such option which has vested as pursuant to the Plan, the Executive shall be granted nonqualified options to purchase a result total of acceleration as 281,946 shares of Common Stock on the terms set forth in Section 2.8(athe Grant Letter attached hereto as Exhibit B and incorporated herein by reference (the "Grant Letter"). Holding and the Executive acknowledge and agree that the grant of the Performance Option (as defined in the Grant Letter) shall, is subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary a review of the Company (financial accounting impact thereof on Holding. Holding and the Executive agree to cooperate in each casegood faith with respect to any modification of the structure of the Performance Option to the extent necessary to avoid unfavorable financial accounting treatment. If Holding and the Executive are not able to mutually agree on a modification of the Performance Option or if Holding reasonably determines that it is not feasible to grant the Performance Option or any modification thereof because of the unfavorable accounting treatment that would likely result therefrom, with funds providedthen, directly or indirectly, by GEC, p.l.c. in lieu of the Performance Option (or any successor modification thereof), the number of shares of Common Stock subject to the non-defense business)Time Option (as defined in the Grant Letter) in consideration for cancellation an amount in cash shall be increased to 281,946 shares. (less applicable withholding Taxes c) In the event of (i) the Executive's death or "Total Disability" (as defined in Section 4.10 4.2(b) hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by or (ii) the excess, if any, a Change of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") ---------- (rounded down to the nearest whole share) determined by multiplying the number of Shares subject to such unvested Employee Option by the Conversion Ratio Control (as defined belowin Exhibit C attached hereto), at a price per GEC Share equivalent (rounded up all of the Executive's then outstanding stock options granted pursuant to the nearest whole xxxxx) equal to (A) Plan shall vest in full and become immediately exercisable; provided, however, that the exercise price for the Shares previously purchasable pursuant to such unvested Employee Option converted into pounds sterling at the Noon Buying Rate (as defined below) divided by (B) the Conversion Ratio (eachPerformance Option, as so adjustedif granted, shall not vest solely because of a "Substitute Phantom Unit"). The value Change of each Substitute ----------------------- Phantom Unit will be payable upon exercise (less applicable withholding Taxes), at Parent's election, in cash or GEC Shares (provided that such GEC Shares are -------- publicly traded on the London Stock Exchange or a U.S. stock exchange) valued at the closing sales price for a GEC Share on the London Stock Exchange (the "LSE") --- on the date of exercise and shall have other terms and conditions comparable to those of the unvested Employee Option replaced by such Substitute Phantom Unit. The "Conversion Ratio" shall be equal to the Merger Consideration converted into ---------------- pounds sterling at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on the date of the Effective Time (the "Noon Buying Rate") divided by ----------------- an amount equal to the average of the closing price for a GEC Share on the LSE for the twenty trading days preceding the Effective Time and weighted for trading volumes of GEC Shares on each such day. In the event another company becomes the successor ultimate parent of Parent, the shares of such successor will be substituted for GEC Shares on an equitable basisControl. (d) Subject During the Employment Period and subject to the need to comply with applicable legal requirements, Parent shall provide to each holder of a vested Employee Option that is to be cancelled at the Effective Time in lieu approval of the positive cash payment pursuant administrator of the Plan, the Executive shall be eligible to Section 2.8(b), an alternative of converting such vested Employee Option into Substitute Phantom Units on participate in and be granted future awards under the same basis described in Section 2.8(c)Plan.