Common use of Options and Other Purchase Rights Clause in Contracts

Options and Other Purchase Rights. All outstanding options and other rights to acquire Shares granted to employees under any stock option or purchase plan, commitment, program or similar arrangement of the Company (each, as amended, an "Option Plan" and, such options and other rights, "Stock Options"), whether or not then exercisable or vested, will, subject to the Company's receipt of any required consents ("Option Consent") of holders of Stock options, be canceled, and the holders thereof shall be entitled to receive from the Company, for each Share subject to such Stock Option, in settlement and cancellation thereof, an amount in cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Stock Option, which amount shall be paid by the Company at the Effective Time; provided, that with respect to any person subject to Section 16 of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. The foregoing payments shall be subject to all withholding tax requirements. The Company will use reasonable efforts to obtain Option Consents to the cancellation of Stock Options in accordance with this Section 2.10. The Company will give all holders of Stock Options the notice required for all Stock Options that are not so canceled to terminate and cease to be exercisable at the Effective Time.