Common use of Existing Options of the Company Clause in Contracts

Existing Options of the Company. (a) The Company shall take all actions necessary to provide that each then outstanding Existing Option that is, or would be, vested and exercisable (in whole or in part) as of the Effective Time shall be canceled at the time that is immediately prior to the Effective Time (the "Option Cancellation Time") and the holder of such Existing Options shall receive, subject to any applicable withholding tax, an amount in cash equal to the product of (x) the excess, if any, of $7.25 (or any higher price per share paid pursuant to the Offer) over the per share exercise price of such Existing Option and (y) the number of shares with respect to which such Existing Option is, or will be, vested and exercisable as of the Effective Time. (b) The Company shall take all actions necessary to provide that, effective as of the Option Cancellation Time, (i) each of the Existing Options that is not otherwise canceled pursuant to (a) above shall be terminated, (ii) the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be deleted, and (iii) no holder of Existing Options will have any right to receive any shares of capital stock of the Company or, if applicable, the Surviving Corporation, upon exercise of any Existing Option. The Company has determined, and Parent and Merger Sub agree, that for all purposes under agreements evidencing Existing Options, the Effective Time shall be the closing or consummation of a Sale Event, as defined in such agreements. If any employee's employment with the Company is terminated after the acceptance of shares of Company Common Stock for payment and payment for such shares pursuant to the Offer and prior to the Effective Time, and if as a consequence thereof, any Existing Options granted to such employee expire or terminate prior to the Effective Time without having been exercised, such employee shall be entitled to the payments hereunder in respect of such Existing Options, at the same time such amounts are paid to other holders of Existing Options, as if such employee had continued as an employee of the Company through the Effective Time and as if such Existing Options were then outstanding. (c) The Company represents and warrants that the Company has the power and authority under the terms of each of the applicable Employee Benefit Plans to accomplish each of the matters set forth in this Section 4.4 without the consent of any Existing Option holder. (d) The Company shall take all such steps as may be required to cause the transactions contemplated by this Section 4.4 and any other dispositions of equity securities of the Company (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. (e) Notwithstanding the foregoing, as of the Consummation of the Offer, the Company's Employee Stock Purchase Plan shall be terminated and the rights of participants in such plan with respect to any offering period then underway shall be completed for all purposes prior thereto by refunding to each participant the account balance of such participant under such plan. In addition, prior to the Option Cancellation Time, the Company shall take all actions (including, if appropriate, amending the terms of such plan) that are necessary to give effect to the transactions contemplated by this Section 4.4(e). In respect of the foregoing, the Company shall cause written notice to be given to participants in accordance with the terms of such plan and no further offering period shall be created thereunder.

Existing Options of the Company. (a) The Prior to the Closing Date, the Company shall take all actions necessary under and legally permissible in accordance with the terms of the 1996 Plan and the Pfenniger Option (and use its commercially reasonable efforts with respect to provide the 1986 Plan and 1992 Plan), including without limitation, satisfying any applicable notice requirements, so that each then outstanding Existing Option that isto purchase Company Common Stock granted by the Company which is outstanding at the Effective Time, whether vested or would beunvested, vested shall be cancelled effective at and exercisable (in whole or in part) as of the Effective Time shall be canceled at Time, without any payment therefor except as otherwise provided for herein. In consideration for the time that is immediately prior cancellation of each Existing Option to the Effective Time (the "Option Cancellation Time") and purchase Company Common Stock, the holder of each such Existing Options shall receiveOption to purchase Company Common Stock will be entitled to receive from Parent, subject to any applicable withholding taxpromptly after the Closing, an amount in cash equal to the product of (x1) the excesspositive difference, if any, of $7.25 the Per Share Merger Consideration, expressed in terms of cash (or any higher price per share paid pursuant with the portion of the Per Share Merger Consideration payable in Parent Common Stock being first determined in accordance with Section 3.1(c) including the Collar, but then valued at the actual Effective Time Share Value, without regard to the OfferCollar) over less the per share exercise price of each such Existing Option, multiplied by (2) the total number of shares of Company Common Stock (whether vested or unvested) covered by such Existing Option to purchase Company Common Stock (the "Per Option Merger Consideration"), net of any withholding obligations; provided, however, that prior to payment of the Per Option Merger Consideration to a holder of an Existing Option to purchase Company Common Stock, such holder must have (i) delivered such Existing Option to Purchase Company Common Stock (or a duly executed affidavit of loss in a form reasonably acceptable to Parent) and (yii) duly authorized, executed and delivered to the number Exchange/Paying Agent an acknowledgment of shares cancellation and termination or such other document necessary, or customarily required, in a form which shall be reasonably satisfactory to Parent and the Company, indicating such holder's acknowledgment that, except for such holder's rights to receive the consideration set forth in this Section 3.4(a), any and all claims with respect to which such any Existing Option isto purchase Company Common Stock shall be fully released and terminated (the "Option Cancellation and Termination Acknowledgment"). Prior to or upon the Effective Time, or will beParent shall instruct the Exchange/Paying Agent to mail as soon as reasonably practicable after the Effective Time, vested and exercisable but in no event later than five (5) business days after the Exchange/Paying Agent receives an electronic copy of the Company's option records as of the Effective Time, suitable for the Exchange/Paying Agent's use, to each Existing Option holder who has not previously exercised his or her Existing Option to purchase Company Common Stock: (1) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected only upon proper delivery of (i) the Existing Option to purchase Company Common Stock (or a duly executed affidavit of loss in a form reasonably acceptable to Parent) and (ii) the duly executed Option Cancellation and Termination Acknowledgement, to the Exchange/Paying Agent and shall be in such form and have such other provisions as to which Parent and the Company may agree) and (2) instructions reasonably acceptable to the Company for use in effecting the surrender, cancellation and termination of the Existing Option to purchase Company Common Stock in exchange for cash in accordance with this Section 3.4(a). (b) The Company shall take all actions necessary to provide that, effective as As of the Option Cancellation Effective Time, (i) each all Company Option Plans shall terminate and all rights under any provision of the Existing Options that is not otherwise canceled pursuant to (a) above shall be terminated, (ii) the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its Subsidiaries shall be deleted, cancelled. At and (iii) no holder of Existing Options will have any right to receive any shares of capital stock of the Company or, if applicable, the Surviving Corporation, upon exercise of any Existing Option. The Company has determined, and Parent and Merger Sub agree, that for all purposes under agreements evidencing Existing Options, the Effective Time shall be the closing or consummation of a Sale Event, as defined in such agreements. If any employee's employment with the Company is terminated after the acceptance of shares of Company Common Stock for payment and payment for such shares pursuant to the Offer and prior to the Effective Time, and if no Person shall have any right under the Company Option Plans or any other plan, program or arrangement with respect to equity securities of Parent, the Surviving Corporation or any of their respective subsidiaries (other than as a consequence thereof, any Existing Options granted to such employee expire or terminate prior set forth in Section 3.4(a) above). Without prejudice to the Effective Time without having been exercised, such employee shall be entitled to rights of the payments hereunder in respect of such Existing Options, at the same time such amounts are paid to other holders of Existing Options, as if such employee had continued as an employee of Options to purchase Company Common Stock to receive the Company through the Effective Time and as if such Existing Options were then outstanding. (c) The Company represents and warrants that the Company has the power and authority under the terms of each of the applicable Employee Benefit Plans to accomplish each of the matters consideration set forth in this Section 4.4 without the consent of any Existing Option holder. (d3.4(a) The Company shall take all such steps as may be required to cause the transactions contemplated by this Section 4.4 and any other dispositions of equity securities of the Company (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. (e) Notwithstanding the foregoing, as of the Consummation of the Offer, the Company's Employee Stock Purchase Plan shall be terminated and the rights of participants in such plan with respect to any offering period then underway shall be completed for all purposes prior thereto by refunding to each participant the account balance of such participant under such plan. In addition, prior to the Option Cancellation Timeabove, the Company shall take all such actions necessary under the 1996 Plan and the Pfenniger Option (including, if appropriate, amending the terms of such plan) that are necessary to give effect and use its commercially reasonable efforts with respect to the transactions contemplated by this Section 4.4(e). In 1986 Plan and 1992 Plan) to terminate each such Company Option Plan with respect to Existing Options as of the foregoing, the Company shall cause written notice to be given to participants in accordance with the terms of such plan and no further offering period shall be created thereunder.Effective Time. ARTICLE 4

Existing Options of the Company. (a) The Company shall cancel all of the outstanding Existing Options, whether vested or unvested, effective from and after the Effective Time and shall obtain and deliver to Purchaser on or prior to the Closing a written agreement, in form and substance reasonably acceptable to the Purchaser, from each holder of an Existing Option agreeing to such cancellation, in each case without incurring any liability or paying any consideration for such cancellation or agreements. After such cancellation, the holders of such Existing Options shall have no further rights with respect to such Existing Options except for the rights granted in this Section 1.8. The Company shall take all actions necessary to provide ensure that each then outstanding Existing Option that is, or would be, vested from and exercisable (in whole or in part) as of after the Effective Time shall neither the Surviving Corporation nor any of its Subsidiaries will be canceled at bound by any options, rights, awards or arrangements which would entitle any Person, other than Parent or Purchaser to beneficially own, directly or indirectly, any shares of capital stock of, or other equity interest in, the time that is immediately prior Surviving Corporation or any of its Subsidiaries or to receive any payments in respect of such options, rights, awards or other arrangements (other than as provided for in this Section 1.8). From and after the Effective Time Time, each holder of a vested stock option granted under the Company's stock incentive plans referred to in Section 3.2(a) (the "Option Cancellation TimeOPTION PLANS") and which has a per share exercise price that is less than the holder of such Existing Options Merger Consideration ("IN-THE-MONEY OPTIONS") shall receivebe entitled to receive from Parent, subject to any applicable withholding taxas soon as reasonably practicable after the surrender thereof, an amount in of cash equal to the product of (x) the excess, if any, excess of $7.25 (or any higher price per share paid pursuant to the Offer) Merger Consideration over the per share exercise price of such Existing Option option, and (y) the number of shares of Company Common Stock issuable upon exercise of such option; provided, however, that prior to such payment, such holder must have (i) delivered such option (or a duly executed affidavit of loss in a form reasonably acceptable to Parent) to the Paying Agent, and (ii) duly authorized, executed and delivered to the Paying Agent an acknowledgment of cancellation and termination or such other documents necessary, or customarily required, in a form which shall be reasonably satisfactory to Parent and the Company, indicating such holder's acknowledgment that, except for such holder's rights to receive the consideration set forth in this Section 1.8, any and all claims with respect to which any such Existing Option isoption shall be fully released and terminated (the "OPTION CANCELLATION AND TERMINATION ACKNOWLEDGMENT"). Prior to or upon the Effective Time, or will beParent shall instruct the Paying Agent to mail as soon as reasonably practicable after the Effective Time, vested and exercisable but in no event later than five Business Days after the Paying Agent receives an electronic copy of the Company's option records as of the Effective Time, suitable for the Paying Agent's use, to each holder of a vested stock option issued under the Option Plans entitled to receive cash in exchange for such option pursuant to this Section 1.8(a) and who has not previously exercised such option: (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected only upon proper delivery to the Paying Agent of (A) such option (or a duly executed affidavit of loss in a form reasonably acceptable to Parent), and (B) the duly executed Option Cancellation and Termination Acknowledgment, and shall be in such form and have such other provisions as to which Parent and the Company may agree), and (ii) instructions reasonably acceptable to the Company for use in effecting the surrender, cancellation and termination of such option in exchange for cash in accordance with this Section 1.8. (b) The Company shall take all actions necessary to provide that, effective as As of the Option Cancellation Effective Time, (i) each of the all Option Plans and Existing Options that is not otherwise canceled pursuant to (a) above shall be terminated, (ii) the provisions in terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any Existing Options or any other interest in respect of the capital stock of the Company or any of its Subsidiaries shall be deleted, canceled. At and (iii) no holder of Existing Options will have any right to receive any shares of capital stock of the Company or, if applicable, the Surviving Corporation, upon exercise of any Existing Option. The Company has determined, and Parent and Merger Sub agree, that for all purposes under agreements evidencing Existing Options, the Effective Time shall be the closing or consummation of a Sale Event, as defined in such agreements. If any employee's employment with the Company is terminated after the acceptance of shares of Company Common Stock for payment and payment for such shares pursuant to the Offer and prior to the Effective Time, and if as a consequence thereof, no Person shall have any right under the Option Plans or Existing Options granted or any other plan, program or arrangement with respect to such employee expire equity securities of Parent, the Surviving Corporation or terminate prior to the Effective Time without having been exercised, such employee shall be entitled to the payments hereunder any of their respective Subsidiaries (other than as set forth in respect of such Existing Options, at the same time such amounts are paid to other holders of Existing Options, as if such employee had continued as an employee of the Company through the Effective Time and as if such Existing Options were then outstandingSection 1.8(a) above). (c) The Company represents and warrants that As used in this Agreement, "EXISTING OPTIONS" means any of the following relating to any capital stock of, or other equity interest in, the Company has or any of its Subsidiaries: (i) options or warrants (whether vested or not) to purchase or other rights (including registration rights), agreements, contracts or binding commitments of any character to which the power and authority under Company or any of its Subsidiaries is a party relating to the terms issued or unissued capital stock of, or other equity or phantom equity interests in, the Company or any of each its Subsidiaries which could require the Company or any of its Subsidiaries to grant, issue or sell any shares of the applicable Employee Benefit Plans capital stock of, or other equity or phantom equity interests in, the Company or any of its Subsidiaries, by sale, lease, license or otherwise; (ii) rights or securities convertible into, or exchangeable or exercisable for, or otherwise conferring any rights to accomplish each subscribe for or purchase any shares of the matters set forth in this Section 4.4 without the consent of any Existing Option holder. (d) The Company shall take all such steps as may be required to cause the transactions contemplated by this Section 4.4 and any capital stock of, or other dispositions of equity securities of or phantom equity interests in, the Company or any of its Subsidiaries; (including derivative securitiesiii) in connection with this Agreement by each individual who agreements, contracts and binding commitments to which the Company or any of its Subsidiaries is a director or officer of Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. (e) Notwithstanding the foregoing, as of the Consummation of the Offer, the Company's Employee Stock Purchase Plan shall be terminated and the rights of participants in such plan party with respect to any offering period then underway shall be completed right to purchase, put or call for all purposes prior thereto by refunding to each participant any shares of the account balance of such participant under such plan. In additioncapital stock of, prior to the Option Cancellation Timeor other equity or phantom equity interests in, the Company shall take all actions or any of its Subsidiaries; or (includingiv) stock appreciation rights, if appropriatelimited stock appreciation rights, amending the terms of such plan) that are necessary to give effect to the transactions contemplated by this Section 4.4(e). In respect performance awards or restricted stock of the foregoingCompany or any of its Subsidiaries; provided, however, that the Company Rights Agreement shall cause written notice to be given to participants in accordance with the terms of such plan and no further offering period shall be created thereundernot constitute an Existing Option.