Common use of Options; Stock Plan Clause in Contracts

Options; Stock Plan. Immediately prior to the Effective Time, each holder of a then-outstanding employee stock option to purchase Common Shares (an "Option") granted under the Company's 1997 Stock Plan (the "Stock Plan") will be entitled to receive in settlement of such Option a cash payment (the "Option Consideration") from the Company equal to the product of (i) the total number of Common Shares previously subject to such Option, but only to the extent such Option is exercisable as of the Closing Date (except for non-employee holders of an Option, in which case this shall be the total number of Common Shares previously subject to such Option whether or not such Option is fully exercisable as of the Closing Date) and (ii) the excess of the Merger Consideration over the exercise price per Common Share subject to such Option, subject to any required withholding of taxes. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Immediately prior to the Effective Time, the Company will cause each Option (or portion thereof) which is non-exercisable to be canceled. The amounts payable pursuant to this Section 2.2 shall be paid as soon as reasonably practicable following the Closing Date and shall be subject to and made net of all applicable withholding taxes.