Common use of Option Election Clause in Contracts

Option Election. The undersigned holder of an option or options (the “Options”) to purchase shares (the “Option Shares”) of common stock of Xxxxx Pharmaceutical Group, Inc. (“Xxxxx”), par value $0.01 per share (“Common Stock”), hereby agrees that, immediately prior to the purchase of shares of Common Stock by Acquisition Subsidiary in its pending tender offer for any and all outstanding shares of Common Stock (the “Offer”), and contingent upon such purchase, the undersigned shall be deemed to have fully exercised each such Option (whether or not the Option was previously exercisable) and to have tendered each of the Option Shares to Acquisition Subsidiary pursuant to the Offer. The undersigned agrees to pay the exercise price per Option Share (the “Exercise Price”) After such payment, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect to each Option Share purchased by Acquisition Subsidiary pursuant to the Offer an amount equal to the price per share of Common Stock paid by Acquisition Subsidiary pursuant to the Offer. The undersigned acknowledges that he or she has been advised that (i) Options for which a valid Option Election has been executed and delivered to Xxxxx that are not already vested will become vested immediately prior to the expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), (ii) Xxxxx and Acquiror will make it possible for Option Shares issuable upon exercise of the Options covered by Option Elections above to be tendered in the Offer, and (iii) upon the purchase of Option Shares pursuant to this Option Election, the undersigned shall have no further rights under such Option. Signature: Print Name: Date: Agreement and Plan of Merger ANNEX C Index of Defined Terms Acceptance Time 1.1(b) Acquiror Caption Acquisition Proposal 5.2(b)(i) Acquisition Subsidiary Caption Affiliate 8.8(a) Agreement Caption Blue Sky laws 3.5(b) Budget and Operating Plan 8.8(b) Business Day 8.8(c) Certificate 2.6(c) Certificate of Merger 2.3 Cleanup 3.19(f) Closing 2.2 Closing Date 2.2 Code 2.10(b) Xxxxx Caption Xxxxx Balance Sheet 3.6(b) Xxxxx Common Stock Preamble Xxxxx Contract 3.9(a) Xxxxx Disclosure Schedule Article 3 Xxxxx Intellectual Property 8.8(g) Xxxxx Option 2.5(e) Xxxxx Personnel 3.16(m) Xxxxx Public Reports 3.6(a) Xxxxx Shares Preamble Xxxxx Subsidiary 3.3 Xxxxx Subsidiaries 3.3 Xxxxx Warrant 2.5(f) Confidentiality Agreement 5.4(b) Continuing Directors 1.3(a) Contract 8.8(d) Control 8.8(e) Copyrights 8.8(f) Data 8.8(h) DGCL Preamble Dissenting Shares 2.5(d) Effective Time 2.3 Employee Benefit Plan 3.13(a) Employee Welfare Benefit Plan 3.13(a) Employee Pension Benefit Plan 3.13(a) Environmental Laws 3.19(f) ERISA 3.13(a) Agreement and Plan of Merger ERISA Affiliate 3.13(m) Exchange Act Preamble Exchange Agent 2.6(a) FDA 3.14 FDCA 3.15 Governmental Authority 3.19(a) Governmental Entity 8.8(i) Governmental Licenses 3.14 Hazardous Materials 3.19(f) HSR Act 1.1(d) Including 8.8 (j) Indemnified Parties 5.9(a) Intellectual Property 8.8(k) Intellectual Property Rights 3.16(a) IP Liens 3.16(a) ITA 2.6(f) JPMorgan Preamble Judgment 8.8(l) Knowledge 8.8(m) Law 8.8(n) Leased Property 3.18 Leases 3.18 Liens 3.3 Marks 8.8(o) Material Adverse Effect 3.1(b)(ii) Maximum Amount 5.9(c) Merger Preamble Merger Consideration 2.5(c) Minimum Condition 1.1(b) Offer Preamble Offer Documents 1.1(c) Offer to Purchase 1.1(c) Option Consideration 2.5(e) Option Election 2.5(e) Ordinary Course Agreements 3.16(h) Patents 8.8(p) Payment Fund 2.6(b) Permitted Liens 3.18 Person 8.8(q) Per Share Amount Preamble PHSA 3.15(a) Properties 3.19(c) Proxy Statement 3.21 Rights Preamble Rights Agreement Preamble Sarbanes Oxley Act 3.6(d) Schedule 14D-9 1.2(b) Schedule TO 1.1(c) SEC 1.1(c) Agreement and Plan of Merger Securities Act 2.10(b) Stockholders’ Meeting 5.3(a) Superior Proposal 5.2(b)(ii) Surviving Corporation Preamble Tax 8.8(r) Tax Authority 8.8(s) Tax Return 8.8(t) Tender Agreement Preamble Termination Fee 7.2(c) Top-Up Option 2.10(a) Top-Up Option Shares 2.10(a) Transferred Employees 5.12(b) Vested Xxxxx Option 2.4(e) WARN Act 3.13(p) Warrant Consideration 2.5(f)

Option Election. The undersigned holder of an option or options (the “Options”) to purchase shares (the “Option Shares”) of common stock of Xxxxx Pharmaceutical Group, Inc. (“Xxxxx”), par value $0.01 per share (“Common Stock”), hereby agrees that, immediately prior to the purchase of shares of Common Stock by Acquisition Subsidiary in its pending tender offer for any and all outstanding shares of Common Stock (the “Offer”), and contingent upon such purchase, the undersigned shall be deemed to have fully exercised each such Option (whether or not the Option was previously exercisable) and to have tendered each of the Option Shares to Acquisition Subsidiary pursuant to the Offer. The undersigned agrees to pay the exercise price per Option Share (the “Exercise Price”) After such payment, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect to each Option Share purchased by Acquisition Subsidiary pursuant to the Offer an amount equal to the price per share of Common Stock paid by Acquisition Subsidiary pursuant to the Offer. The undersigned acknowledges that he or she has been advised that (i) Options for which a valid Option Election has been executed and delivered to Xxxxx that are not already vested will become vested immediately prior to the expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), (ii) Xxxxx and Acquiror will make it possible for Option Shares issuable upon exercise of the Options covered by Option Elections above to be tendered in the Offer, and (iii) upon the purchase of Option Shares pursuant to this Option Election, the undersigned shall have no further rights under such Option. Signature: Print Name: Date: Agreement and Plan of Merger ANNEX C Index of Defined Terms Acceptance Time 1.1(b) Acquiror Caption Acquisition Proposal 5.2(b)(i) Acquisition Subsidiary Caption Affiliate 8.8(a) Agreement Caption Blue Sky laws 3.5(b) Budget and Operating Plan 8.8(b) Business Day 8.8(c) Certificate 2.6(c) Certificate of Merger 2.3 Cleanup 3.19(f) Closing 2.2 Closing Date 2.2 Code 2.10(b) Xxxxx Caption Xxxxx Balance Sheet 3.6(b) Xxxxx Common Stock Preamble Xxxxx Contract 3.9(a) Xxxxx Disclosure Schedule Article 3 Xxxxx Intellectual Property 8.8(g) Xxxxx Option 2.5(e) Xxxxx Personnel 3.16(m) Xxxxx Public Reports 3.6(a) Xxxxx Shares Preamble Xxxxx Subsidiary 3.3 Xxxxx Subsidiaries 3.3 Xxxxx Warrant 2.5(f) Confidentiality Agreement 5.4(b) Continuing Directors 1.3(a) Contract 8.8(d) Control 8.8(e) Copyrights 8.8(f) Data 8.8(h) DGCL Preamble Dissenting Shares 2.5(d) Effective Time 2.3 Employee Benefit Plan 3.13(a) Employee Welfare Benefit Plan 3.13(a) Employee Pension Benefit Plan 3.13(a) Environmental Laws 3.19(f) ERISA 3.13(a) Agreement and Plan of Merger ERISA Affiliate 3.13(m) Exchange Act Preamble Exchange Agent 2.6(a) FDA 3.14 FDCA 3.15 Governmental Authority 3.19(a) Governmental Entity 8.8(i) Governmental Licenses 3.14 Hazardous Materials 3.19(f) HSR Act 1.1(d) Including 8.8 (j) Indemnified Parties 5.9(a) Intellectual Property 8.8(k) Intellectual Property Rights 3.16(a) IP Liens 3.16(a) ITA 2.6(f) JPMorgan Preamble Judgment 8.8(l) Knowledge 8.8(m) Law 8.8(n) Leased Property 3.18 Leases 3.18 Liens 3.3 Marks 8.8(o) Material Adverse Effect 3.1(b)(ii) Maximum Amount 5.9(c) Merger Preamble Merger Consideration 2.5(c) Minimum Condition 1.1(b) Offer Preamble Offer Documents 1.1(c) Offer to Purchase 1.1(c) Option Consideration 2.5(e) Option Election 2.5(e) Ordinary Course Agreements 3.16(h) Patents 8.8(p) Payment Fund 2.6(b) Permitted Liens 3.18 Person 8.8(q) Per Share Amount Preamble PHSA 3.15(a) Properties 3.19(c) Proxy Statement 3.21 Rights Preamble Rights Agreement Preamble Sarbanes Oxley Act 3.6(d) Schedule 14D-9 1.2(b) 66 Schedule TO 1.1(c) SEC 1.1(c) Agreement and Plan of Merger Securities Act 2.10(b) Stockholders’ Meeting 5.3(a) Superior Proposal 5.2(b)(ii) Surviving Corporation Preamble Tax 8.8(r) Tax Authority 8.8(s) Tax Return 8.8(t) Tender Agreement Preamble Termination Fee 7.2(c) Top-Up Option 2.10(a) Top-Up Option Shares 2.10(a) Transferred Employees 5.12(b) Vested Xxxxx Option 2.4(e) WARN Act 3.13(p) Warrant Consideration 2.5(f)

Option Election. The undersigned holder of an option or options (the “Options”) to purchase shares (the “Option Shares”) of common stock of Xxxxx Cxxxx Pharmaceutical Group, Inc. (“XxxxxCxxxx”), par value $0.01 per share (“Common Stock”), hereby agrees that, immediately prior to the purchase of shares of Common Stock by Acquisition Subsidiary in its pending tender offer for any and all outstanding shares of Common Stock (the “Offer”), and contingent upon such purchase, the undersigned shall be deemed to have fully exercised each such Option (whether or not the Option was previously exercisable) and to have tendered each of the Option Shares to Acquisition Subsidiary pursuant to the Offer. The undersigned agrees to pay the exercise price per Option Share (the “Exercise Price”) After such payment, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect to each Option Share purchased by Acquisition Subsidiary pursuant to the Offer an amount equal to the price per share of Common Stock paid by Acquisition Subsidiary pursuant to the Offer. The undersigned acknowledges that he or she has been advised that (i) Options for which a valid Option Election has been executed and delivered to Xxxxx Cxxxx that are not already vested will become vested immediately prior to the expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), (ii) Xxxxx Cxxxx and Acquiror will make it possible for Option Shares issuable upon exercise of the Options covered by Option Elections above to be tendered in the Offer, and (iii) upon the purchase of Option Shares pursuant to this Option Election, the undersigned shall have no further rights under such Option. Signature: Print Name: Date: Agreement and Plan of Merger ANNEX C Index of Defined Terms Acceptance Time 1.1(b) Acquiror Caption Acquisition Proposal 5.2(b)(i) Acquisition Subsidiary Caption Affiliate 8.8(a) Agreement Caption Blue Sky laws 3.5(b) Budget and Operating Plan 8.8(b) Business Day 8.8(c) Certificate 2.6(c) Certificate of Merger 2.3 Cleanup 3.19(f) Closing 2.2 Closing Date 2.2 Code 2.10(b) Xxxxx Cxxxx Caption Xxxxx Cxxxx Balance Sheet 3.6(b) Xxxxx Cxxxx Common Stock Preamble Xxxxx Cxxxx Contract 3.9(a) Xxxxx Cxxxx Disclosure Schedule Article 3 Xxxxx Cxxxx Intellectual Property 8.8(g) Xxxxx Cxxxx Option 2.5(e) Xxxxx Cxxxx Personnel 3.16(m) Xxxxx Cxxxx Public Reports 3.6(a) Xxxxx Cxxxx Shares Preamble Xxxxx Cxxxx Subsidiary 3.3 Xxxxx Cxxxx Subsidiaries 3.3 Xxxxx Cxxxx Warrant 2.5(f) Confidentiality Agreement 5.4(b) Continuing Directors 1.3(a) Contract 8.8(d) Control 8.8(e) Copyrights 8.8(f) Data 8.8(h) DGCL Preamble Dissenting Shares 2.5(d) Effective Time 2.3 Employee Benefit Plan 3.13(a) Employee Welfare Benefit Plan 3.13(a) Employee Pension Benefit Plan 3.13(a) Environmental Laws 3.19(f) ERISA 3.13(a) Agreement and Plan of Merger 60 ERISA Affiliate 3.13(m) Exchange Act Preamble Exchange Agent 2.6(a) FDA 3.14 FDCA 3.15 Governmental Authority 3.19(a) Governmental Entity 8.8(i) Governmental Licenses 3.14 Hazardous Materials 3.19(f) HSR Act 1.1(d) Including 8.8 (j8.8(j) Indemnified Parties 5.9(a) Intellectual Property 8.8(k) Intellectual Property Rights 3.16(a) IP Liens 3.16(a) ITA 2.6(f) JPMorgan Preamble Judgment 8.8(l) Knowledge 8.8(m) Law 8.8(n) Leased Property 3.18 Leases 3.18 Liens 3.3 Marks 8.8(o) Material Adverse Effect 3.1(b)(ii) Maximum Amount 5.9(c) Merger Preamble Merger Consideration 2.5(c) Minimum Condition 1.1(b) Offer Preamble Offer Documents 1.1(c) Offer to Purchase 1.1(c) Option Consideration 2.5(e) Option Election 2.5(e) Ordinary Course Agreements 3.16(h) Patents 8.8(p) Payment Fund 2.6(b) Permitted Liens 3.18 Person 8.8(q) Per Share Amount Preamble PHSA 3.15(a) Properties 3.19(c) Proxy Statement 3.21 Rights Preamble Rights Agreement Preamble Sarbanes Oxley Act 3.6(d) Schedule 14D-9 1.2(b) Schedule TO 1.1(c) SEC 1.1(c) Agreement and Plan of Merger 61 Securities Act 2.10(b) Stockholders’ Meeting 5.3(a) Superior Proposal 5.2(b)(ii) Surviving Corporation Preamble Tax 8.8(r) Tax Authority 8.8(s) Tax Return 8.8(t) Tender Agreement Preamble Termination Fee 7.2(c) Top-Up Option 2.10(a) Top-Up Option Shares 2.10(a) Transferred Employees 5.12(b) Vested Xxxxx Cxxxx Option 2.4(e) WARN Act 3.13(p) Warrant Consideration 2.5(f)

Option Election. The undersigned holder of an option or options (the “"Options”") to purchase [____________] shares (the “"Option Shares”") of common stock of Xxxxx Pharmaceutical EKCO Group, Inc. (“Xxxxx”"EKCO"), par value $0.01 per share (“"Common Stock”"), hereby agrees that, immediately prior to the purchase consummation of shares of Common Stock by Acquisition Subsidiary in its pending tender offer for any and all outstanding shares of Common Stock (the “Offer”), and contingent upon such purchasethe consummation of the Offer, the undersigned each outstanding Option shall be deemed to have be fully exercised each such Option exercisable (whether or not the Option was previously otherwise exercisable) and shall be cancelled as of the date thereof, in exchange for a cash payment from Acquisition Subsidiary equal to have tendered the aggregate amount that the undersigned would receive if each of the Option Shares had been tendered to Acquisition Subsidiary pursuant to the terms of the Offer, less the payment of the exercise price of each Option Share and all withholding taxes attributable to such payment (the "Option Payment"). The undersigned agrees to pay that the exercise price per (the "Exercise Price") of each Option Share shall be deemed to be paid with the proceeds of an interest free advance from EKCO (the “Exercise Price”) After "Advance"). The Advance shall be deemed to be repaid in full on behalf of the undersigned by Acquisition Subsidiary from a portion of the consideration due the undersigned pursuant to this Option Election, which shall be paid as soon as practicable after the consummation of the Offer but in no event more than 10 business days after the consummation of the Offer. Simultaneously with such paymentdeemed repayment of the Advance, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect a cash payment (the "Option Payment") equal to the aggregate amount that the undersigned would receive if each of the Option Share purchased by Acquisition Shares had been tendered to Acquistion Subsidiary pursuant to the Offer an amount equal to the price per share terms of Common Stock paid by Acquisition Subsidiary pursuant to the Offer, less the demand repayment of the exercise price of each Option Share and all withholding taxes attributable to such Option Payment. The undersigned acknowledges that he or she has been advised that (i) Options for which a valid Option Election has been executed and delivered to Xxxxx EKCO that are not already vested will become vested immediately prior to the expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), and (ii) Xxxxx and Acquiror will make it possible for Option Shares issuable upon exercise the receipt by the undersigned of the Options covered by Option Elections above Payment pursuant to be tendered in this Election, the Offerundersigned shall have no further rights under any Options. By signing this Option Election, and (iii) upon the purchase undersigned is deemed to have agreed to the cancellation of Option Shares pursuant his or her Options. Pursuant to this Option Election, the undersigned shall have no further rights under such Option. Signature: Print Name: Date: Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger Merger, dated as of August ___, 1999, by and among EKCO, INC., ACQUIROR and Acquisition Subsidiary. Print Name: _________________________ Date: __________________ ANNEX C Index RESTRICTED STOCK ELECTION The undersigned holder of Defined Terms Acceptance Time 1.1(b[_________] shares ("Restricted Shares") Acquiror Caption Acquisition Proposal 5.2(b)(iof common stock of EKCO, Inc. ("EKCO"), par value $0.01 per share ("Common Stock"), which were granted pursuant to the EKCO 1984 Restricted Stock Plan or the EKCO 1985 Restricted Stock Plan (the "Plans") and which shares are not fully vested hereby agrees that, immediately prior to the purchase of shares of Common Stock by Acquisition Subsidiary Caption Affiliate 8.8(a) Agreement Caption Blue Sky laws 3.5(b) Budget in its pending tender offer for any and Operating Plan 8.8(b) Business Day 8.8(c) Certificate 2.6(c) Certificate all outstanding shares of Merger 2.3 Cleanup 3.19(f) Closing 2.2 Closing Date 2.2 Code 2.10(b) Xxxxx Caption Xxxxx Balance Sheet 3.6(b) Xxxxx Common Stock Preamble Xxxxx Contract 3.9(a(the "Offer"), and contingent upon such purchase, the undersigned shall be deemed to have tendered each of the Restricted Shares (regardless of the fact that the Restricted Shares were not previously vested) Xxxxx Disclosure Schedule Article 3 Xxxxx Intellectual Property 8.8(gto Acquisition Subsidiary pursuant to the Offer. As soon as practicable after the consummation of the Offer but in no event more than 10 business days after the consummation of the Offer, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect to each Restricted Share an amount equal to the Per Share Amount pursuant to the Offer. The undersigned acknowledges that he or she has been advised that (i) Xxxxx Option 2.5(eRestricted Shares for which a valid Restricted Stock Election has been executed and delivered to EKCO will become vested immediately prior to expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), (ii) Xxxxx Personnel 3.16(mthat the Restricted Shares will be deemed to be tendered in the Offer, and (iii) Xxxxx Public Reports 3.6(a) Xxxxx upon the purchase of Restricted Shares Preamble Xxxxx Subsidiary 3.3 Xxxxx Subsidiaries 3.3 Xxxxx Warrant 2.5(f) Confidentiality Agreement 5.4(b) Continuing Directors 1.3(a) Contract 8.8(d) Control 8.8(e) Copyrights 8.8(f) Data 8.8(h) DGCL Preamble Dissenting Shares 2.5(d) Effective Time 2.3 Employee Benefit Plan 3.13(a) Employee Welfare Benefit Plan 3.13(a) Employee Pension Benefit Plan 3.13(a) Environmental Laws 3.19(f) ERISA 3.13(a) pursuant to the Offer, the undersigned shall have no further rights under the Restricted Shares. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger ERISA Affiliate 3.13(m) Exchange Act Preamble Exchange Agent 2.6(a) FDA 3.14 FDCA 3.15 Governmental Authority 3.19(a) Governmental Entity 8.8(i) Governmental Licenses 3.14 Hazardous Materials 3.19(f) HSR Act 1.1(d) Including 8.8 (j) Indemnified Parties 5.9(a) Intellectual Property 8.8(k) Intellectual Property Rights 3.16(a) IP Liens 3.16(a) ITA 2.6(f) JPMorgan Preamble Judgment 8.8(l) Knowledge 8.8(m) Law 8.8(n) Leased Property 3.18 Leases 3.18 Liens 3.3 Marks 8.8(o) Material Adverse Effect 3.1(b)(ii) Maximum Amount 5.9(c) Merger Preamble Merger Consideration 2.5(c) Minimum Condition 1.1(b) Offer Preamble Offer Documents 1.1(c) Offer to Purchase 1.1(c) Option Consideration 2.5(e) Option Election 2.5(e) Ordinary Course Agreements 3.16(h) Patents 8.8(p) Payment Fund 2.6(b) Permitted Liens 3.18 Person 8.8(q) Per Share Amount Preamble PHSA 3.15(a) Properties 3.19(c) Proxy Statement 3.21 Rights Preamble Rights Agreement Preamble Sarbanes Oxley Act 3.6(d) Schedule 14D-9 1.2(b) Schedule TO 1.1(c) SEC 1.1(c) Agreement Merger, dated as of August 4, 1999, by and Plan of Merger Securities Act 2.10(b) Stockholders’ Meeting 5.3(a) Superior Proposal 5.2(b)(ii) Surviving Corporation Preamble Tax 8.8(r) Tax Authority 8.8(s) Tax Return 8.8(t) Tender Agreement Preamble Termination Fee 7.2(c) Top-Up Option 2.10(a) Top-Up Option Shares 2.10(a) Transferred Employees 5.12(b) Vested Xxxxx Option 2.4(e) WARN Act 3.13(p) Warrant Consideration 2.5(f)among EKCO GROUP, INC., ACQUIROR and Acquisition Subsidiary. Print Name: _______________________ Date: _________________________ ANNEX D INDEX OF DEFINED TERMS