Stock Options (a) At the Effective Time, each outstanding option to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1999 Omnibus Stock Incentive Plan (the "1999 Option Plan"), whether vested or unvested, the exercise price of which is greater than the Cash Merger Consideration, shall be canceled and extinguished without consideration and the 1999 Option Plan shall terminate as of the Effective Date. (b) At the Effective Time, each outstanding Company Stock Option issued pursuant to the 1999 Option Plan or the Company's 2000 Stock Option Plan (the "2000 Option Plan" and, together with the 1999 Option Plan, the "Company Option Plans") that is vested as of the Effective Time, the exercise price of which is less than the Cash Merger Consideration shall be canceled and extinguished and shall become the right to receive an amount, without interest, in cash paid at the Effective Time equal to the excess, if any of the Cash Merger Consideration over the exercise price per Share of such Company Stock Option, less the amount of Taxes (as defined in Section 3.15(a)) required to be withheld under applicable Federal, state or local laws and regulations multiplied by the number of Shares subject to such Company Stock Option. (c) At the Effective Time, each outstanding Company Stock Option issued pursuant to the Company Option Plans or any other stock option plan, program, arrangement or agreement to which the Company or any of its subsidiaries is a party that is not vested as of the Effective Time, the exercise price of which is less than the Cash Merger Consideration shall be canceled and extinguished in consideration for certain compensatory payments to be paid to the holder of such Company Stock Option at the time the Company Stock Option would otherwise have vested (provided that such holder is employed with the Company at such time and has not breached any of such holder's obligations under any applicable employment agreement with the Company or any Subsidiary) equal to an amount, without interest, in cash equal to the excess, if any of the Cash Merger Consideration over the exercise price per Share of such Company Stock Options that would otherwise have vested at such time. Notwithstanding the foregoing, the right to receive such payments shall vest in accordance with the terms of the applicable option agreement. (d) If and to the extent required by the terms of the Company Option Plan, or any other stock option plan, program, arrangement or agreement to which the Company or any of its subsidiaries is a party or the terms of any Company Stock Option granted thereunder, the Company shall cooperate with Parent and Acquisition in obtaining the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock Options and to take any other action necessary to effectuate the foregoing provisions.