Common use of Existing Stock Options Clause in Contracts

Existing Stock Options. (a) Each option or right to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any stock option or similar plan of the Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"), whether or not then exercisable or vested, shall by virtue of the Merger and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option. On and after the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option or right In accordance with the Merger Agreement and any amendments thereto, Executive may elect in writing delivered to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any Parent to convert each Company stock option or similar plan of the he holds (each, a “Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"Option”), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS’s, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS’s acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS’s acquired as a result of such actions as are reasonably necessary so exercise; provided, however in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive’s employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date such termination of employment.” 3. Section 6.3(c)(5) shall be deleted and replaced in its entirety to the purchase of Shares are returned to such employees read as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.follows:

Existing Stock Options. (a) Each At the Effective Time, each option or right to acquire Shares (the "EXISTING STOCK OPTIONSExisting Stock Options") granted under any stock option The Sherwood Group, Inc. 1995 Stock Option Plan, the National Discount Brokers Group, Inc. 1999 Non-Qualified Stock Option Plan, as amended, or similar plan of the Company or under any agreement to which the Company or any Subsidiary is a party 2000 National Discount Brokers Group, Inc. Compensation Plan (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (collectively, the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATEStock Option Plans"), whether or not then exercisable or vested, shall by virtue of the Merger and without any action on the part of the Company or but subject to the written consent of the holder thereofthereof if Parent shall require such written consent, be converted into and shall become a right to receive an amount in cash, without interest, cash with respect to each Share subject thereto to such Existing Stock Option, equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price for such Share (such amount being hereinafter referred to as the "Option Consideration"); provided that, in the case of Existing Stock Options under which the per share exercise or purchase price is equal to or greater than the Merger Consideration that are held by employees who are not listed on Schedule 6.12, the Option Consideration payable in respect of each Share subject to such Existing Stock OptionOptions shall be $2.00. On and after No later than 30 days following the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance DateEffective Time, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of all of such holder's rights and interests in respect of, and in cancellation of, such Existing Stock Option, an amount in a cash without interest in respect thereof payment equal to (i) the product of (ix) the excessOption Consideration, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option and multiplied by (iiy) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be Option, reduced by any (ii) all applicable income or and employment tax withholding taxes required to be withheld under the Code or any applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The acceptance of the Option Consideration in respect of an Existing Stock Option shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Existing Stock Option. Except as otherwise agreed to by the parties, the Stock Option Plans shall terminate as of the Acceptance Date. In additionEffective Time and any and all rights under any provisions in any other plan, program or arrangement providing for the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) issuance or grant of any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees other interest in respect of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors capital stock of the Company or any Committee or designee thereof, shall, following Subsidiary of the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment be canceled as of the Effective Time. At the request of Parent, the Company shall use its reasonable best efforts to obtain the written consent of all holders of Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining to the approval cancellation of the Company's Board of Directors, of the type described such Existing Stock Options as provided in a pertinent SEC no-action letter dated January 12, 1999this Section 3.04.

Existing Stock Options. (a) Each option or right In addition to acquire Shares (any provision in the "EXISTING STOCK OPTIONS") granted under any Merger Agreement, prior to the Effective Time, Executive may elect in writing delivered to Parent to convert each Company stock option or similar plan of the he holds (each, a “Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"Option”), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS’s, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS’s acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS’s acquired as a result of such actions as are reasonably necessary so exercise; provided however in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive’s employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date to the purchase such termination of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporationemployment. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option or right In accordance with the Merger Agreement and any amendments thereto, Executive may elect in writing delivered to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any Parent to convert each Company stock option or similar plan of the he holds (each, a "Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATEOption"), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS's, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS's acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS's acquired as a result of such actions as are reasonably necessary so exercise; PROVIDED, HOWEVER in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive's employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date to the purchase such termination of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporationemployment. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999."

Existing Stock Options. (a) Each option or right to acquire Shares (the "EXISTING STOCK OPTIONS"“Options”) granted under any stock option or similar plan of the Company or under any agreement to which the Company or any Subsidiary of its Subsidiaries is a party (other than stock purchase rights under the Company's Employee “Stock Purchase Plan) (the "STOCK OPTION PLANS"Option Plans”) which is outstanding on (regardless of whether it is vested or exercisable) at the date that later of (a) the amendment to Schedule TO reporting the initial acceptance by Purchaser completion of the Shares tendered in Offer and (b) the Offer is filed with earlier of January 2, 2007 and the SEC Effective Time (such date, the "ACCEPTANCE DATE")“Option Cash-Out Date” and any such Options, whether or not then exercisable or vested, the “Existing Stock Options”) shall by virtue of the Merger completion of the Offer and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration Offer Price over the per share exercise or purchase price of such Existing Stock Option. On and after At the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Cash-Out Date, each holder of an Existing Stock Option shall be entitled to receive, as soon as practicable and in any event not later than five Business Days after the Option Cash-Out Date, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (ia) the excess, if any, of the Merger Consideration Offer Price over the per share exercise or purchase price of such Existing Stock Option and (iib) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") Option, and each Existing Stock Option shall be canceled on as of the Acceptance Option Cash-Out Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. Prior to the Option Cash-Out Date, if necessary, the Company Board shall exercise its authority under each Stock Option Plan to determine that each Existing Stock Option shall be converted, at the Option Cash-Out Date, in the manner described in this Section 3.04. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Option Cash-Out Date and (3) any and all funds contributed by employees rights under any 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 its Subsidiaries under any Subsidiary thereof shall be canceled as of the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Option Cash-Out Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Company Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance DateEffective Time, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option or right In accordance with the Merger Agreement and any amendments thereto, Executive may elect in writing delivered to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any Parent to convert each Company stock option or similar plan of the he holds (each, a “Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"Option”), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS’s, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS’s acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS’s acquired as a result of such actions as are reasonably necessary so exercise; PROVIDED, HOWEVER in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive’s employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date to the purchase such termination of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporationemployment. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.”

Existing Stock Options. (a) Each option or right In addition to acquire Shares (any provision in the "EXISTING STOCK OPTIONS") granted under any Merger Agreement, prior to the Effective Time, Executive may elect in writing delivered to Parent to convert each Company stock option or similar plan of the he holds (each, a "Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATEOption"), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS's, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS's acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS's acquired as a result of such actions as are reasonably necessary so exercise; PROVIDED, HOWEVER in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive's employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date to the purchase such termination of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporationemployment. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. The Company shall take all action necessary or procure such action necessary to permit (ai) Each option the conditional exercise of those Existing Stock Options which are currently exercisable and which have an exercise price equal to or right to acquire Shares less than the Offer Price; and (ii) the "EXISTING STOCK OPTIONScashless" or nil paid exercise of those Existing Stock Options that are conditionally exercised. Holders of Existing Stock Options will indicate their interest in making a ") granted under any stock option or similar plan of conditional exercise" to the Company or under any agreement to which and the Company shall act as agent for such holders for purposes of tendering the underlying Common Shares in the Offer or any Subsidiary is a party (other than stock purchase rights under having such Common Shares delivered directly to the Company's Employee Stock Purchase Plan) (Purchaser at the "STOCK OPTION PLANS") which is outstanding on instruction of such holders. As will be more fully described in the date that the amendment to Schedule TO reporting the initial acceptance by Offer Documents, if Purchaser of the accepts for payment Common Shares tendered in the Offer is filed with Offer, it will also acquire the SEC (the Common Shares underlying all "ACCEPTANCE DATEconditionally exercised" Existing Stock Options. Each holder of such "), whether or not then exercisable or vested, conditionally exercised" Existing Stock Options shall by virtue of the Merger and without any action on the part of the Company or the holder thereof, be converted into and shall become a right entitled to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option. On and after the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration Offer Price over the per share exercise or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (Options exercised by such amount being hereinafter referred holder. Notwithstanding anything in this Agreement to as the "OPTION CONSIDERATION") and each contrary, in no event shall the Company or the holders of Existing Stock Option shall Options be canceled on entitled to receive any consideration for "conditionally exercised" Existing Stock Options (or any such underlying Common Shares, other than Common Shares that are not fully paid) except as stated in the Acceptance Dateimmediately preceding sentence. Such payment shall be reduced by any income income, employment or employment tax other similar Tax withholding required under the Code or any provision of state, local or foreign tax lawlaw and any other applicable Taxes as specified in Section 2.12. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option or right In addition to acquire Shares (any provision in the "EXISTING STOCK OPTIONS") granted under any Merger Agreement, prior to the Effective Time, Executive may elect in writing delivered to Parent to convert each Company stock option or similar plan of the he holds (each, a “Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"Option”), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS’s, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS’s acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS’s acquired as a result of such actions as are reasonably necessary so exercise; PROVIDED, HOWEVER in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive’s employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS’s (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date to the purchase such termination of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporationemployment. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each At the Effective Time, each option or right to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any stock option The Sherwood Group, Inc. 1995 Stock Option Plan, the National Discount Brokers Group, Inc. 1999 Non-Qualified Stock Option Plan, as amended, or similar plan of the Company or under any agreement to which the Company or any Subsidiary is a party 2000 National Discount Brokers Group, Inc. Compensation Plan (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (collectively, the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"), whether or not then exercisable or vested, shall by virtue of the Merger and without any action on the part of the Company or but subject to the written consent of the holder thereofthereof if Parent shall require such written consent, be converted into and shall become a right to receive an amount in cash, without interest, cash with respect to each Share subject thereto to such Existing Stock Option, equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price for such Share (such amount being hereinafter referred to as the "OPTION CONSIDERATION"); provided that, in the case of Existing Stock Options under which the per share exercise or purchase price is equal to or greater than the Merger Consideration that are held by employees who are not listed on Schedule 6.12, the Option Consideration payable in respect of each Share subject to such Existing Stock OptionOptions shall be $2.00. On and after No later than 30 days following the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance DateEffective Time, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of all of such holder's rights and interests in respect of, and in cancellation of, such Existing Stock Option, an amount in a cash without interest in respect thereof payment equal to (i) the product of (ix) the excessOption Consideration, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option and multiplied by (iiy) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be Option, reduced by any (ii) all applicable income or and employment tax withholding taxes required to be withheld under the Code or any applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The acceptance of the Option Consideration in respect of an Existing Stock Option shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Existing Stock Option. Except as otherwise agreed to by the parties, the Stock Option Plans shall terminate as of the Acceptance Date. In additionEffective Time and any and all rights under any provisions in any other plan, program or arrangement providing for the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) issuance or grant of any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees other interest in respect of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors capital stock of the Company or any Committee or designee thereof, shall, following Subsidiary of the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment be canceled as of the Effective Time. At the request of Parent, the Company shall use its reasonable best efforts to obtain the written consent of all holders of Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining to the approval cancellation of the Company's Board of Directors, of the type described such Existing Stock Options as provided in a pertinent SEC no-action letter dated January 12, 1999this Section 3.04.

Existing Stock Options. (a) Each option or right In accordance with the Merger Agreement and any amendments thereto, Executive may elect in writing delivered to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any Parent to convert each Company stock option or similar plan of the he holds (each, a "Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATEOption"), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS's, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS's acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS's acquired as a result of such actions as are reasonably necessary so exercise; PROVIDED, HOWEVER in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive's employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date and (3) all funds contributed by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable Executive shall receive, within 10 days after the Acceptance Datetermination of employment, one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the 3. All administrative Section 6.3(c)(5) shall be deleted and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan replaced in its entirety to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.read as follows:

Existing Stock Options. (a) Each option or right In addition to acquire Shares (any provision in the "EXISTING STOCK OPTIONS") granted under any Merger Agreement, prior to the Effective Time, Executive may elect in writing delivered to Parent to convert each Company stock option or similar plan of the he holds (each, a "Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATEOption"), whether vested or not then exercisable or vestedunvested, shall by virtue of the Merger and without any action into an option to acquire, on the part same terms and conditions as were applicable under such Company Option, the number of the Company or the holder thereofADS's, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, result (rounded down to the nearest whole ADS) of multiplying the number of shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined in the Merger Consideration over Agreement), at an exercise price per share equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise or purchase price of such Existing Stock OptionCompany Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time). On If Executive makes such election and holds the Company Option or the ADS's acquired upon the exercise of such Company Option for two years after the date hereofEffective Time, then upon the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product later of (i) the excess, if any, end of the Merger Consideration over 24th month after the per share exercise Effective Time, or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder exercise of such Existing Stock Company Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company Parent shall take issue Executive one additional ADS for every 4 ADS's acquired as a result of such actions as are reasonably necessary so exercise; PROVIDED HOWEVER in the event that either (1i) no offering period under a Change in Control occurs within the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences two years after the date hereof, (2) any offering period under Effective Time and the Stock Purchase Plan which commenced on or Executive is still employed by the Company immediately prior to the date hereof Change in Control, immediately prior to such time, the Executive shall receive one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such Change in Control and (B) underlying each unexercised Company Option held by the Executive immediately prior to such Change in Control or (ii) the Executive's employment is terminated for any reason (other than by the Company for Cause or by the Executive without Good Reason (other than as a result of death or Disability)) at any time during the two years after the Effective Time and prior to any Change in Control, the Acceptance Date Executive shall receive, within 10 days after the termination of employment, one additional ADS for every 4 ADS's (A) acquired by the Executive as a result of the exercise of any Company Option during the period prior to such termination of employment and (3B) all funds contributed underlying each unexercised Company Option held by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or Executive immediately prior to the Acceptance Date to the purchase such termination of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporationemployment. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option or right to acquire Shares (the "EXISTING STOCK OPTIONSExisting Stock Options") granted under any stock option or similar plan of the Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANSStock Option Plans") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by the Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATEAcceptance Date"), whether or not then exercisable or vested, shall by virtue of the Merger and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option. On and after the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, on the Acceptance Date, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATIONOption Consideration") ), and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance Date, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option At, or right immediately prior to acquire Shares the Effective Time, the Board of Directors of the Company or a committee (the "EXISTING STOCK OPTIONS"“Stock Option Committee”) granted under administering any stock option or similar plan of the Company or under any agreement to which the Company or any Subsidiary of its Subsidiaries is a party (other than for the issuance of an interest in the capital stock purchase rights under of the Company's Employee Stock Purchase Plan) Company (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"“Stock Option Plans”), shall obtain any consents necessary to reflect the cancellation of all outstanding options (whether or not then exercisable or vested, shall by virtue of the Merger and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option. On and after the date hereof, the Company shall grant no additional options or rights ) to acquire Shares under the Stock Option PlansPlans or otherwise, including any contract or covenant to issue options, (the “Existing Stock Options”) that are held by any member of the Board of Directors of the Company or any officer of the Company. On In addition, the Acceptance DateStock Option Committee shall obtain any consents necessary and take all appropriate actions (which may include payment of nominal consideration) to effect the cancellation of all Existing Stock Options that are by their terms or applicable law subject to cancellation upon the transactions contemplated by this Agreement, each such cancellation to be effective at or immediately prior to the Effective Time. With respect to Existing Stock Options that are not held by members of the Board of Directors or officers of the Company, and are not subject to cancellation by their terms or applicable law, the Stock Option Committee shall use its reasonable best efforts to obtain the consent of the holders of such Existing Stock Options to the cancellation thereof at or immediately prior to the Effective Time; provided that the Stock Option Committee shall obtain the prior consent of Parent before offering any payment of consideration to the holders of such Existing Stock Options. Notwithstanding the foregoing, the Stock Option Committee may offer, at or immediately prior to the Effective Time, to the holder of an Existing Stock Options to cancel in exchange for, unless the terms of such Existing Stock Options or Stock Option shall be entitled Plans provide for the payment of a different amount, the right to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (ia) the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option and (iib) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock “Option Consideration”). Payment of the amounts contemplated hereunder shall be canceled on made not later than three Business Days after the Acceptance DateEffective Time. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees of the Company or its Subsidiaries under the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance DateEffective Time, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.

Existing Stock Options. (a) Each option or right to acquire Shares (the "EXISTING STOCK OPTIONSOptions") granted under any stock option or similar plan of the Company or under any agreement to which the Company or any Subsidiary of its Subsidiaries is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANSStock Option Plans") which is outstanding on (regardless of whether it is vested or exercisable) at the date that later of (a) the amendment to Schedule TO reporting the initial acceptance by Purchaser completion of the Shares tendered in Offer and (b) the Offer is filed with earlier of January 2, 2007 and the SEC Effective Time (such date, the "ACCEPTANCE DATEOption Cash-Out Date" and any such Options, the "), whether or not then exercisable or vested, Existing Stock Options") shall by virtue of the Merger completion of the Offer and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration Offer Price over the per share exercise or purchase price of such Existing Stock Option. On and after At the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Cash-Out Date, each holder of an Existing Stock Option shall be entitled to receive, as soon as practicable and in any event not later than five Business Days after the Option Cash-Out Date, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (ia) the excess, if any, of the Merger Consideration Offer Price over the per share exercise or purchase price of such Existing Stock Option and (iib) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") Option, and each Existing Stock Option shall be canceled on as of the Acceptance Option Cash-Out Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. Prior to the Option Cash-Out Date, if necessary, the Company Board shall exercise its authority under each Stock Option Plan to determine that each Existing Stock Option shall be converted, at the Option Cash-Out Date, in the manner described in this Section 3.04. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Option Cash-Out Date and (3) any and all funds contributed by employees rights under any 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 its Subsidiaries under any Subsidiary thereof shall be canceled as of the Stock Purchase Plan that are not applied on or prior to the Acceptance Date to the purchase of Shares are returned to such employees as soon as practicable after the Acceptance Option Cash-Out Date. All administrative and other rights and authorities granted under any Stock Option Plan and under the Stock Purchase Plan to the Company, the Company Board of Directors of the Company or any Committee or designee thereof, shall, following the Acceptance DateEffective Time, reside with the Surviving Corporation. (b) The Company shall take all reasonable actions required to exempt under SEC Rule 16(b)-3 the treatment of the Existing Stock Options contemplated hereby, including, if necessary or appropriate, obtaining the approval of the Company's Board of Directors, of the type described in a pertinent SEC no-action letter dated January 12, 1999.