Common use of Option Exchange Clause in Contracts

Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.

Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 75,424 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.

Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 670,834 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.

Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 63,340 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.

Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 37,320 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.

Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 50,292 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.