Common use of Options; Stock Plans Clause in Contracts

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option Prior to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary so that (A) and appropriate to provide that, immediately prior to the Effective Time, each outstanding Option granted unexpired and unexercised option or similar rights to purchase Shares, under any stock option plan of the Stock PlansCompany, including each outstanding the 1995 Stock Plan (pursuant to which the Company has issued the “Company Options”) and the 1995 Directors Stock Option held by those holders of record listed on Plan (pursuant to which the Options Schedule attached heretoCompany has issued the “Director Options”) or any other plan, agreement or arrangement, excluding the Purchaser Stock Option Agreement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceledcancelled and, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellationexchange therefor, each former holder of an any such cancelled Company Option canceled in accordance with this Section 2.02(b) will or Director Option shall be entitled to receive receive, in consideration of the cancellation of such Company Option or Director Option and in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Timetherefor, a payment in cash payment from the Payment Fund (as defined in Section 2.03), subject to any applicable withholding or other taxes required withholding by applicable law to be withheld) of taxes, an amount equal to the product of (iA) the total number of Common Shares otherwise issuable upon exercise of previously subject to such Company Option or Director Option and (iiB) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds over the applicable exercise price per Common Share otherwise issuable upon exercise of previously subject to such Company Option or Director Option (such amounts payable hereunder being referred to as the “Option ConsiderationPayment”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount shall be paid as soon as practicable . From and after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) any such cancelled Company Option or Director Option shall no longer be exercisable by the payment of the Option Considerationformer holder thereof, if any, will satisfy in full the Company’s obligation to but shall only entitle such person pursuant to such Option and (ii) subject holder to the payment of the Option ConsiderationPayment, if any, all Options held by such holder shall, without any action on the part of and the Company or will use its reasonable best efforts to obtain all necessary consents to ensure that former holders of Company Options and Director Options will have no rights other than the holder, be deemed terminated, canceled, void and of no further force and effect as between right to receive the Company and the holder and neither party shall have any further rights or obligations with respect theretoOption Payment. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to After the Effective Time, the all Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Option Plans shall terminate effective as of the Effective Time be terminated and no participant in the Stock Plans further Company Options, Director Options or other rights with respect to Shares shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoingthereunder. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions Board (includingor, if appropriate, amending any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the terms cancellation, effective at the Effective Time, of all the outstanding stock options (the "Options") heretofore granted under any stock option or similar plan of the relevant Company (the "Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except Plans"), without any payment therefor except as otherwise provided herein or agreed in this Section 2.09. Immediately prior to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Company shall accelerate the vesting of all Options which are listed on Section 2.09 of the Company Disclosure Schedule and each then vested Option shall no longer be exercisable but shall entitle each holder thereof, in cancellation and settlement therefor, to (i) a payment in cash by the Company (subject to any applicable withholding taxes), at the Effective Time, equal to the product of (x) the total number of Common Shares subject to such vested Option and (y) the excess of the Merger Price over the exercise price per Common Share subject to such vested Option, and (ii) a payment in cash by the Surviving Corporation (subject to any applicable withholding taxes) at the earlier of March 31, 1999 or the redemption date of the Contingent Rights equal to the product of (x) the total number of Common Shares subject to such cancelled vested Option and (y) the Redemption Price or the Contingent Payment (as such terms are defined in the Contingent Payment Rights Agreement), as the case may be, if any (the amounts payable under clauses (i) and (ii) being referred to as the "Cash Payments"). The Company Board has taken all necessary action to terminate the 1994 Employee Stock Purchase Plan effective prior to the beginning of the payment period which would have commenced on July 1, 1997, and no Options have been or will be issued under such Stock Plan with respect to any payment period beginning on or after July 1, 1997. All other Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary shall terminate effective as of the Effective Time and no participant in Time. The Company will take all reasonable steps to ensure that none of Parent, the Stock Plans shall thereafter Company or any of their respective subsidiaries is or will be granted bound by any Options, other options, warrants, rights thereunder or agreements which would entitle any Person, other than Parent or its affiliates, to acquire own any equity securities capital stock of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this AgreementThe Company shall (i) terminate the -------------------- Company's Stock Option Plan, the term “Option” means each outstanding unexercised option to purchase Common SharesCompany's Employee Stock Purchase Plan, whether the 1993 Stock Incentive Plan, the 1993 Non-Employee Director Stock Option Plan, the Amended and Restated Stock Option Plan, the 1995 Non-Employee Director Stock Option Plan, and any other plan, program or not then vested arrangement providing for the issuance or fully exercisable, granted on or prior to grant of any other interest in respect of the date hereof to any current or former employee or director capital stock of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise its Subsidiaries (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “"Stock Incentive Plans”")). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each outstanding Option granted (ii) grant no additional Stock Options (as hereinafter defined), restricted stock awards, stock appreciation rights or other interests in respect of any Shares under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full Incentive Plans and (Biii) at amend, immediately prior to the Effective Time, all Options shall be canceledthe provisions of any other Employee Benefit Plan (as hereinafter defined), program, arrangement or agreement providing for the issuance, transfer or grant of any Shares, or any interest in each caserespect of any Shares, to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares. (b) Each outstanding option to purchase Shares (a "Stock Option") which immediately prior to the Effective Time is not vested will accelerate and become fully vested and exercisable upon the Effective Time in accordance with and pursuant to the terms of the applicable Company Stock Plans under which such Options were grantedOption Plan (the "Accelerated Stock Options"). In As of the Effective Time, each Stock Option (including the Accelerated Stock Options) shall be canceled by the Company and in consideration of such cancellation, the Company shall pay to each holder of a canceled Stock Option at the Effective Time an amount (the "Option canceled in accordance with this Section 2.02(bSpread") will be entitled equal to receive in settlement the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share of such Stock Option multiplied by (B) the number of Shares subject to such Stock Option immediately prior to its cancellation. The Option Spread, after reduction for any required withholding Taxes, shall be paid in cash as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts deliver to obtain from each holder Purchaser within five (5) Business Days of an Option issued pursuant to the date hereof a true and complete list of Stock Options under the Stock Incentive Plans a written acknowledgment of such holder that effective which are outstanding as of the Effective Timedate hereof, (i) the payment together with detailed calculations of the Option Consideration, if any, will satisfy in full the Company’s obligation cash payments relating to such person pursuant to such Option and (ii) subject to Stock Options that would have been payable had the payment of the Option Consideration, if any, all Options held by such holder shall, without any action Effective Time occurred on the part date of delivery thereof. The Company shall update such list and such calculations as of, and deliver such update to Purchaser on, the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. date that is two (d2) Prior Business Days prior to the Effective Time, with such updated list and calculations made as if the Effective Time would occur on such date. (d) The Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding ensure that following the Effective Time, the Time no holder of a Stock Plans shall terminate effective as of the Effective Time and no Option or any participant in any employee incentive or benefit plans or programs or arrangements or non- employee director plans maintained by the Stock Plans Company shall thereafter be granted have any rights right thereunder to acquire any equity securities Shares or any capital stock of the Company, Parent or the Surviving Corporation, Parent Corporation or to receive any Subsidiary of any of the foregoingpayment in respect thereof. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this AgreementImmediately prior to the Effective Time, the term “Option” means each then outstanding unexercised option to purchase Common SharesShares which is vested and exercisable (in each case, whether or not then vested or fully exercisablea "Vested Stock Option") shall be cancelled by the Company and in consideration of such cancellation and except to the extent that Parent and the holder of any such Vested Stock Option otherwise agree, granted on or the Company shall pay to such holders of Vested Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share subject to such Vested Stock Option less any consideration previously paid for such Vested Stock Option and (B) the number of Shares subject to such Vested Stock Option immediately prior to the date hereof to its cancellation. Such payment shall be less any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, required withholding taxes and without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”))interest. (b) At Each outstanding option to acquire Shares which, immediately prior to the Effective Time, all is not vested and exercisable (in each case, an "Unvested Stock Option" and, together with the Vested Stock Options, the "Stock Options") shall, immediately prior to the Effective Time but subject to the Company's obtaining any necessary waivers, as to which it shall use its reasonable best efforts, be cancelled by the Company, and in consideration of such cancellation, holders of such Unvested Stock Options issued under the Stock Plans shall be converted into have the right to receive Option Consideration receive, subject to the provisions of this Section 3.2 and to the provisions of Section 3.2 of the Disclosure Letter (as defined below), an amount of cash equal to the product of (A) the excess, if any, of (i) the Merger Consideration, over (ii) the exercise price per Share subject to such Unvested Stock Option (less any consideration previously paid by such holder for such Unvested Stock Option (the "Pre-Paid Amount")) and (B) the Company shall take number of Shares subject to such Unvested Stock Option immediately prior to its cancellation, such payment to be made, less any withholding taxes, on the following date or dates, subject, however, to the provisions of paragraph (e) or (f), as applicable: (i) with respect to the Unvested Stock Options that were granted under the Replacement Plan or under the Directors' Plan (as each such term is defined in Section 4.1(d)), such payment to be made on the date and in the manner set forth in Section 3.2(a) above; (ii) with respect to the Unvested Stock Options that relate to an option granted in November 1996 and that would otherwise have become vested and exercisable in November 1999, such payment to be made in November 1999 on the date that such portion of the Unvested Stock Options would otherwise have become vested and exercisable; (iii) with respect to the remaining Unvested Stock Options (i.e., the Unvested Stock Options other than the Unvested Stock Options described in clauses (i) and (ii) above), such payment to be made in four equal installments on the date that is six months, 12 months, 18 months and 24 months, respectively, following the Effective Time; and (iv) with respect to all actions necessary so that of the payments to be made pursuant to clause (iii) above to those individuals listed in Section 3.2(b)(iv) of the Disclosure Letter (each, an "Executive"), (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders payments shall be placed in an escrow account which shall provide for an institutional escrow agent and the terms of record listed on which shall be designed to ensure that the Options Schedule attached hereto, assets thereof shall become immediately vested and exercisable in full not be subject to the claims of creditors of the Company and (B) at the Effective Timepayments, all Options when made, shall be canceled, in each case, in accordance with and pursuant to the terms include interest accumulated by reason of the Stock Plans under which such Options were granted. In consideration investment and reinvestment of such cancellation, each holder of an Option canceled payments in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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 Act6-month Treasury Bills. (c) The Company shall use commercially reasonable efforts Immediately prior to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) each then outstanding Deferred Share Unit issued under the Directors' Deferred Compensation Plan (as defined in Section 4.1(d)) shall be cancelled and in consideration of such cancellation, the holder of such Deferred Share Unit shall receive a cash payment equal to the number of Deferred Share Units then held by such holder, multiplied by the Option Merger Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject each Deferred Cash account established under the Directors' Deferred Compensation Plan shall be cancelled and in consideration of such cancellation, the participant in whose name the Deferred Cash account is established shall receive a cash payment equal to the balance in such Deferred Cash account and (iii) each then outstanding share of restricted stock issued under the Directors' Plan shall be cancelled and in consideration of such cancellation, the holder of such shares of restricted stock shall receive a cash payment equal to the number of the Option Consideration, if any, all Options shares of restricted stock then held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between multiplied by the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F.Merger Consideration. (d) Prior Immediately prior to the Effective Time, each outstanding share of restricted stock granted under the Company Key Employees' Stock Incentive Plan (as defined in Section 4.1(d)) shall take all actions (includingbe cancelled and in consideration of such cancellation, if appropriate, amending the terms holder of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect such shares of restricted stock shall receive a cash payment equal to the transactions contemplated number of shares of restricted stock then held by this Section 2.02such holder, multiplied by the Merger Consideration. Such payment shall be made on the date or dates on which such shares of restricted stock would otherwise have become vested. (e) Except as otherwise provided herein In the event that, prior to the date on which a payment to an Executive pursuant to Section 3.2(b)(iii) or agreed to in writing by Parent Section 3.2(d) hereof becomes due and the Company or as may be necessary to administer Options remaining outstanding following the Effective Timepayable, the Stock Plans Executive's employment shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of have been terminated (A) by the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. Surviving Corporation without Cause (fas defined in the Change in Control Agreement entered into between the Executive and the Company (the "Change in Control Agreement")), (B) The Company covenants that prior to by the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission Executive for Good Reason (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that as defined in the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(dChange in Control Agreement) or (eC) by reason of the Executive's death or Disability (as defined in the Change in Control Agreement), as applicable, under the Exchange Act.Executive shall receive all of the remaining payments otherwise due and payable pursuant to Section 3.2(b)(iii) or 3.2

Options; Stock Plans. (a) For purposes of this AgreementImmediately prior to the Effective Time, the term “Option” means each then outstanding unexercised option to purchase Common SharesShares which is vested and exercisable (in each case, whether or not then vested or fully exercisablea "Vested Stock Option") shall be cancelled by the Company and in consideration of such cancellation and except to the extent that Parent and the holder of any such Vested Stock Option otherwise agree, granted on or the Company shall pay to such holders of Vested Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share subject to such Vested Stock Option less any consideration previously paid for such Vested Stock Option and (B) the number of Shares subject to such Vested Stock Option immediately prior to the date hereof to its cancellation. Such payment shall be less any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, required withholding taxes and without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”))interest. (b) At Each outstanding option to acquire Shares which, immediately prior to the Effective Time, all is not vested and exercisable (in each case, an "Unvested Stock Option" and, together with the Vested Stock Options, the "Stock Options") shall, immediately prior to the Effective Time but subject to the Company's obtaining any necessary waivers, as to which it shall use its reasonable best efforts, be cancel led by the Company, and in consideration of such cancellation, holders of such Unvested Stock Options issued under the Stock Plans shall be converted into have the right to receive Option Consideration receive, subject to the provisions of this Section 3.2 and to the provisions of Section 3.2 of the Disclosure Letter (as defined below), an amount of cash equal to the product of (A) the excess, if any, of (i) the Merger Consideration, over (ii) the exercise price per Share subject to such Unvested Stock Option (less any consideration previously paid by such holder for such Unvested Stock Option (the "Pre-Paid Amount")) and (B) the Company shall take number of Shares subject to such Unvested Stock Option immediately prior to its cancellation, such payment to be made, less any withholding taxes, on the following date or dates, subject, however, to the provisions of paragraph (e) or (f), as applicable: (i) with respect to the Unvested Stock Options that were granted under the Replacement Plan or under the Directors' Plan (as each such term is defined in Section 4.1(d)), such payment to be made on the date and in the manner set forth in Section 3.2(a) above; (ii) with respect to the Unvested Stock Options that relate to an option granted in November 1996 and that would otherwise have become vested and exercisable in November 1999, such payment to be made in November 1999 on the date that such portion of the Unvested Stock Options would otherwise have become vested and exercisable; (iii) with respect to the remaining Unvested Stock Options (i.e., the Unvested Stock Options other than the Unvested Stock Options described in clauses (i) and (ii) above), such payment to be made in four equal installments on the date that is six months, 12 months, 18 months and 24 months, respectively, following the Effective Time; and (iv) with respect to all actions necessary so that of the payments to be made pursuant to clause (iii) above to those individuals listed in Section 3.2(b)(iv) of the Disclosure Letter (each, an "Executive"), (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders payments shall be placed in an escrow account which shall provide for an institutional escrow agent and the terms of record listed on which shall be designed to ensure that the Options Schedule attached hereto, assets thereof shall become immediately vested and exercisable in full not be subject to the claims of creditors of the Company and (B) at the Effective Timepayments, all Options when made, shall be canceled, in each case, in accordance with and pursuant to the terms include interest accumulated by reason of the Stock Plans under which such Options were granted. In consideration investment and reinvestment of such cancellation, each holder of an Option canceled payments in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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 Act6-month Treasury Bills. (c) The Company shall use commercially reasonable efforts Immediately prior to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) each then outstanding Deferred Share Unit issued under the Directors' Deferred Compensation Plan (as defined in Section 4.1(d)) shall be cancelled and in consideration of such cancellation, the holder of such Deferred Share Unit shall receive a cash payment equal to the number of Deferred Share Units then held by such holder, multiplied by the Option Merger Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject each Deferred Cash account established under the Directors' Deferred Compensation Plan shall be cancelled and in consideration of such cancellation, the participant in whose name the Deferred Cash account is established shall receive a cash payment equal to the balance in such Deferred Cash account and (iii) each then outstanding share of restricted stock issued under the Directors' Plan shall be cancelled and in consideration of such cancellation, the holder of such shares of restricted stock shall receive a cash payment equal to the number of the Option Consideration, if any, all Options shares of restricted stock then held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between multiplied by the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F.Merger Consideration. (d) Prior Immediately prior to the Effective Time, each outstanding share of restricted stock granted under the Company Key Employees' Stock Incentive Plan (as defined in Section 4.1(d)) shall take all actions (includingbe cancelled and in consideration of such cancellation, if appropriate, amending the terms holder of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect such shares of restricted stock shall receive a cash payment equal to the transactions contemplated number of shares of restricted stock then held by this Section 2.02such holder, multiplied by the Merger Consideration. Such payment shall be made on the date or dates on which such shares of restricted stock would otherwise have become vested. (e) Except as otherwise provided herein In the event that, prior to the date on which a payment to an Executive pursuant to Section 3.2(b)(iii) or agreed to in writing by Parent Section 3.2(d) hereof becomes due and the Company or as may be necessary to administer Options remaining outstanding following the Effective Timepayable, the Stock Plans Executive's employment shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of have been terminated (A) by the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. Surviving Corporation without Cause (fas defined in the Change in Control Agreement entered into between the Executive and the Company (the "Change in Control Agreement")), (B) The Company covenants that prior to by the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission Executive for Good Reason (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that as defined in the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(dChange in Control Agreement) or (eC) by reason of the Executive's death or Disability (as defined in the Change in Control Agreement), as applicable, under the Exchange Act.Executive shall receive all of the remaining payments otherwise due and payable pursuant to Section 3.2(b)(iii) or 3.2

Options; Stock Plans. (a) For purposes of this AgreementSubject to Section 2.04(c) below, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each holder of a then-outstanding Option employee stock option, whether or not fully exercisable, to purchase Common Shares (an "Option") granted under any stock option or similar plan of the Company (together with the Restricted Unit Plan and the Equity Option Program) (as such terms are hereinafter defined), the "Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b") will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, Company equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of previously subject to such Option and (ii) the amount, if any, by which excess of the Merger Consideration per Common Share exceeds Cash Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Option (the “Option Consideration”); providedOption, however, that with respect subject to any person subject to Section 16 required withholding of taxes. If necessary or appropriate, the Securities Exchange Act Company will, upon the request of 1934FSI, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from the written acknowledgment of each employee holding an Option that the payment of the amount of cash referred to above will satisfy in full the Company's obligation to such employee pursuant to such Option and take such other action as is necessary to effect the provisions of this Section 2.04. (b) FSI agrees that each holder of an Option issued pursuant Restricted Units (as such term is defined in the Restricted Unit Plan for Non-Employee Directors of Fisher Scienxxxxx International Inc. (the "Restricted Unit Plan"), shall be entitled to receive at the Stock Plans a written acknowledgment of Effective Time, and shall pay or cause to be paid to each such holder that effective as of promptly following the Effective Time, (i) an amount in cash equal to the product of (x) the total number of Restricted Units in such holder's Restricted Unit account (regardless of whether such Restricted Units have vested in accordance with the Restricted Unit Plan) and (y) the Cash Price, and (ii) an amount in cash equal to the Cash Dividend Equivalents (as such term is defined in the Restricted Unit Plan) (and amounts equivalent to interest thereon) in such holder's Restricted Unit account. If necessary or appropriate, the Company will, upon the request of FSI, use reasonable efforts to obtain the written acknowledgment of each director holding Restricted Units that the payment of the Option Consideration, if any, amounts referred to above will satisfy in full the Company’s 's obligation to such person director pursuant to the Restricted Unit Plan and take such other action as is necessary to effect the provisions of this Section 2.04. (c) Notwithstanding anything to the contrary set forth in Section 2.04(a) above, certain employees of the Company shall receive, with respect to the Options listed on Schedule 2.04(c) hereto (each, an "Electing Option"), in exchange for the cancellation of such Electing Option, (A) the right (the "Deferred Share Right") to receive (in accordance with the provisions of Section 2.04(d) below) the number of Common Shares determined by dividing (X) the product of (1) the number of Common Shares subject to such Option and (ii2) subject to the payment of the Option Considerationexcess, if any, all Options held by such holder shall, without any action on the part of the Company or Cash Price over the holderper share exercise price of such Option, be deemed terminatedby (Y) the Cash Price (each a "Converted Option Common Share"), canceled, void and (B) a single lump sum cash payment in lieu of no further force any fractional shares that would have been issued. FSI and effect as between the Company shall agree upon the employees to receive Deferred Share Rights and the holder and neither party shall have any further rights or obligations with respect theretonumber of Converted Option Common Shares to be distributed to such employees upon their exercise of such Deferred ShareRights. Such written acknowledgment shall be substantially in Notwithstanding anything herein to the form attached hereto as Exhibit F.contrary, the Deferred Share Rights may not entitle the holders to receive more than 909,392 Converted Option Common Shares pursuant to this Section 2.04(c). (d) Prior Each holder of a Deferred Share Right shall have the right to receive the Effective Timenumber of Converted Option Common Shares set forth on Section 2.04(c) upon his or her termination of employment for any reason. Until the distribution of Converted Option Common Shares following such termination of employment, the Company shall take all actions (including, if appropriate, amending the terms holders of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except Deferred Share Rights will have no rights as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as stockholders of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any . Converted Option Common Shares so distributed in satisfaction of the foregoing. (f) The Company covenants that prior Deferred Share Rights shall be subject to, and the distribution of such Converted Option Common Shares to the Effective Time it will take holders of Deferred Share Rights shall be conditional on, the execution by the holder of the Deferred Share Rights of a stockholders' agreement with investors in the Surviving Corporation acceptable to the Company and FSI. The number of Converted Option Common Shares (not in excess of 909,392) sufficient to satisfy the Surviving Corporation's obligations with respect to all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e)outstanding Deferred Share Rights shall be deposited, as applicablesoon as practicable following the Merger, under in a grantor trust in such form as shall be agreed by FSI and the Exchange ActCompany.

Options; Stock Plans. (a) For purposes Prior to the consummation of this Agreementthe Offer, the term “Option” means each outstanding unexercised option Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary or desirable (including obtaining all applicable consents from optionees) to purchase Common Sharesprovide for the cancellation, whether or not then vested or fully exercisableeffective at the Effective Time, granted on or prior to the date hereof to any current or former employee or director of all of the Company or any Subsidiary of outstanding stock options (the Company or any other person, whether "Options") heretofore granted under any stock option or similar plan of the Company (the "Stock Plans") or otherwise (includingunder any agreement, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At any payment therefor except as otherwise provided in this Section 2.9. Immediately prior to the Effective Time, all Options issued under (whether vested or unvested) which are listed in Section 2.9 of the Stock Plans disclosure schedule delivered to Parent by the Company prior to the date hereof (the "Company Disclosure Schedule"), which list includes all outstanding Options, shall be converted into canceled, to the right to receive Option Consideration (extent such Options remain outstanding as defined below) and the Company shall take all actions necessary so that (A) of immediately prior to the Effective Time, Time (and to the extent exercisable shall no longer be exercisable) and shall entitle each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceledholder thereof, in each casecancellation and settlement therefor, to a payment, if any, in accordance with and pursuant to cash by the terms of the Stock Plans under which such Options were granted. In consideration of such cancellationCompany (less any applicable withholding taxes), each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly soon as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of subject to such Option (without regard to whether such Option was vested or unvested) and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Option (the “"Cash Payments"); provided that no such payment shall be due until following such time that the Company has delivered to Parent a true and complete list of the Options which remained outstanding as of immediately prior to the Effective Time. The Company represents and warrants that the Company Board has taken all necessary action to terminate the 1991 Employee Stock Option Consideration”)Plan, the 1991 Director Stock Option Plan, as amended, and the 1998 Stock Incentive Plan, and all other Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary in each case effective prior to the Effective Time; provided, however, that with respect to any person subject employment agreements that provide for grants of Options, the Company will take such necessary action prior to the Effective Time. The Company and the Parent agree that the Cash Payments are the sole payments that will be made with respect to or in relation to the Options. The Company may take all such steps as may be required to cause the transactions contemplated by this Section 16 2.9 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (amended, such steps to be taken in accordance with 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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) noNo-action letter, Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx Meagxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange ActXlom XXX.

Options; Stock Plans. (a) For purposes Prior to the consummation of this Agreementthe Offer, the term “Option” means each Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time (the "Option Cancellation Time"), of all the outstanding unexercised stock options (the "Stock Options") (other than options outstanding under the Company's 1996 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan" and such options being referred to as the "Purchase Plan Options")) heretofore granted under any other stock option to purchase Common Shares, whether or not then vested similar plan or fully exercisable, granted on or prior to the date hereof to any current or former employee or director agreement of the Company (such other stock option or similar plans or agreements together with the Employee Stock Purchase Plan being collectively referred to herein as the "Stock Plans"). Such cancellation shall occur without any Subsidiary payment therefor except as otherwise provided in this Section 2.9. At the Option Cancellation Time, all Stock Options (whether vested or unvested) which are listed in Section 2.9 of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration Disclosure Schedule (as defined belowherein) shall, unless otherwise agreed to by Parent and the holder of such Stock Option, be cancelled (and to the extent formerly so exercisable shall no longer be exercisable) and shall entitle each holder thereof, in cancellation and settlement therefor, to a payment, if any, in cash by the Company shall take all actions necessary so that (A) immediately prior to the Effective Timeless any applicable withholding taxes), each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of subject to such Stock Option (whether vested or unvested) and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Stock Option (the “"Cash Payments"). (b) The Company shall take all actions necessary to ensure that: (i) the Offering Period (as defined in the Employee Stock Purchase Plan) applicable to each outstanding Purchase Plan Option Consideration”)is shortened so as to have a New Purchase Date (as defined in the Employee Stock Purchase Plan) that occurs before the date on which the Option Cancellation Time occurs; provided, however, that with respect to any person subject to Section 16 of (ii) no new Offering Period or Purchase Period (each as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount Employee Stock Purchase Plan) shall be paid as soon as practicable begin from and after the first date payment can be made without liability hereof; and (iii) no holder of a Purchase Plan Option is permitted to such person increase his or her rate of contributions under Section 16(b) of the Exchange ActEmployee Stock Purchase Plan from and after the date hereof. (c) The Company shall use commercially reasonable efforts take all actions necessary to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that provide that, effective as of the Effective Option Cancellation Time, (i) the payment each of the Option ConsiderationStock Plans shall be terminated, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Option Consideration, if any, all Options held by such holder shall, without any action on the part capital stock of the Company or the holderany of its Subsidiaries shall be deleted, be deemed terminated, canceled, void and (iii) no holder of no further force and effect as between Stock Options or Purchase Plan Options (collectively "Options") will have any right to receive any shares of capital stock of the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (includingor, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Companyapplicable, the Surviving Corporation, Parent or any Subsidiary upon exercise of any of the foregoingOption. (fd) Except with respect to Stock Options granted under the Company's 1997 Stock Plan and the Company's 1997 Director Option Plan, the Company has the power and authority under the terms of each of the applicable Stock Plans to accomplish each of the matters set forth in this Section 2.9 without the consent of any Option holder. The Company covenants that prior to will obtain the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion consent of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, each holder of Stock Options issued under the Exchange ActCompany's 1997 Stock Plan and the Company's 1997 Director Option Plan.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common SharesStock, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other personPerson, whether under any stock option plan or otherwise where the exercise price immediately prior to the Effective Time is less than the Common Stock Price (including, without limitation, under the Company’s 1992 Cxxxxxx-Xxxxx Company 2001 Stock Option Plan Incentive Plan, as amended (the “1992 Stock Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At Simultaneously with the Effective Timeexecution of this Agreement, all Options issued under the Stock Plans shall be converted into Board of Directors of the right to receive Option Consideration Company (as defined belowor, if appropriate, any committee thereof) has adopted resolutions, and the Company shall hereby agrees to take all other actions necessary so that (Ai) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option Plan or otherwise held by those holders of record listed on in Section 2.6(b) of the Options Disclosure Schedule attached hereto, under the heading “Options” shall become immediately vested and exercisable in full full, and (Bii) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans Plan or otherwise under which such Options were grantedgranted as applicable. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b2.6(b) who shall execute and deliver to the Company, at or prior to the Effective Time, an Option Cancellation Agreement substantially in the form of Exhibit F will be entitled to receive in settlement of such Option as promptly as practicable Option: (i) immediately following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03)payment, subject to any required withholding of taxes, equal to the product of (iA) the total number of shares of Common Shares Stock otherwise issuable upon exercise of such Option and (iiB) (I) the amount, if any, by which the Merger Consideration per Common Share exceeds Stock Price less (II) the applicable exercise price per share of Common Share Stock otherwise issuable upon exercise of such Option Option, (ii) if and when distributed, an amount equal to the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 product of (C) the sum of the Securities Exchange Act Per Share Working Capital Excess, if any, and (D) the total number of 1934shares of Common Stock otherwise issuable upon exercise of such Option; and (iii) if and when distributed, as amended an amount equal to the product of (C) 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) sum of the Exchange ActPer Share Escrow Amount, if any, and (D) the total number of shares of Common Stock otherwise issuable upon exercise of such Option. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or Plan amending or waiving relevant agreements providing for vesting conditions on Common Shares Stock or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.022.6. The Company will take all steps necessary: (i) to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or to receive any payment in respect thereof (except for cash payments to be made as provided in this Section), (ii) to cause such Options and any other options, warrants, rights or agreements which would entitle any Person to acquire any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof to be canceled or cause the holders of the Options or such other options, warrants, rights or agreements to agree to such cancellation thereof as provided herein, and (iii) to cause the Company to claim federal and state income tax deductions for the payments to holders of Options in accordance with Section 2.6(b) hereof so that any tax benefits accruing therefrom will be for the account of the Surviving Corporation. (ed) Except as otherwise provided herein or agreed to in writing by Parent Merger Sub and the Company or as may be necessary to administer Options remaining outstanding following the Effective TimeCompany, the Stock Plans Plan and other stock option plans of the Company shall terminate effective as of the Effective Time and no participant in the Stock Plans Plan shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes Prior to the consummation of this Agreementthe Offer, the term “Option” means each outstanding unexercised option Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary or desirable (including obtaining all applicable consents from optionees) to purchase Common Sharesprovide for the cancellation, whether or not then vested or fully exercisableeffective at the Effective Time, granted on or prior to the date hereof to any current or former employee or director of all of the Company or any Subsidiary of outstanding stock options (the Company or any other person, whether "Options") heretofore granted under any stock option or similar plan of the Company (the "Stock Plans") or otherwise (includingunder any agreement, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At any payment therefor except as otherwise provided in this Section 2.9. Immediately prior to the Effective Time, all Options issued under (whether vested or unvested) which are listed in Section 2.9 of the Stock Plans disclosure schedule delivered to Parent by the Company prior to the date hereof (the "Company Disclosure Schedule"), which list includes all outstanding Options, shall be converted into canceled, to the right to receive Option Consideration (extent such Options remain outstanding as defined below) and the Company shall take all actions necessary so that (A) of immediately prior to the Effective Time, Time (and to the extent exercisable shall no longer be exercisable) and shall entitle each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceledholder thereof, in each casecancellation and settlement therefor, to a payment, if any, in accordance with and pursuant to cash by the terms of the Stock Plans under which such Options were granted. In consideration of such cancellationCompany (less any applicable withholding taxes), each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly soon as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of subject to such Option (without regard to whether such Option was vested or unvested) and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Option (the “Option Consideration”"Cash Payments"); providedPROVIDED that no such payment shall be due until following such time that the Company has delivered to Parent a true and complete list of the Options which remained outstanding as of immediately prior to the Effective Time. The Company represents and warrants that the Company Board has taken all necessary action to terminate the 1991 Employee Stock Option Plan, howeverthe 1991 Director Stock Option Plan, as amended, and the 1998 Stock Incentive Plan, and all other Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary in each case effective prior to the Effective Time; PROVIDED, HOWEVER, that with respect to any person subject employment agreements that provide for grants of Options, the Company will take such necessary action prior to the Effective Time. The Company and the Parent agree that the Cash Payments are the sole payments that will be made with respect to or in relation to the Options. The Company may take all such steps as may be required to cause the transactions contemplated by this Section 16 2.9 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (amended, such steps to be taken in accordance with 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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) noNo-action letter, Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately Immediately prior to the Effective Time, each holder of a then-outstanding Option employee stock option, whether or not fully exercisable, to purchase Common Shares (an "Option") granted under any stock option or similar plan of the Company (together with the Restricted Unit Plan and the Equity Option Program) (as such terms are hereinafter defined), the "Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b") will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, Company equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of previously subject to such Option and (ii) the amount, if any, by which excess of the Merger Consideration per Common Share exceeds Cash Price over the applicable exercise price per Common Share otherwise issuable subject to such Option, subject to any required withholding of taxes. If necessary or appro- priate, the Company will, upon exercise the request of FSI, use reason- able efforts to obtain the written acknowledgment of each employee holding an Option that the payment of the amount of cash referred to above will satisfy in full the Company's obli- gation to such employee pursuant to such Option (and take such other action as is necessary to effect the “Option Consideration”); provided, however, that with respect to any person subject to provisions of this Section 16 of the Securities Exchange Act of 1934, as amended (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 Act2.04. (cb) The Company shall use commercially reasonable efforts to obtain from FSI agrees that each holder of an Option issued pursuant Restricted Units (as such term is defined in the Restricted Unit Plan for Non- Employee Directors of Xxxxxx Scientific International Inc. (the "Restricted Unit Plan"), shall be entitled to receive at the Stock Plans a written acknowledgment of Effective Time, and shall pay or cause to be paid to each such holder that effective as of promptly following the Effective Time, (i) an amount in cash equal to the product of (x) the total number of Restricted Units in such holder's Restricted Unit account (regardless of whether such Restricted Units have vested in accordance with the Restricted Unit Plan) and (y) the Cash Price, and (ii) an amount in cash equal to the Cash Dividend Equivalents (as such term is defined in the Restricted Unit Plan) (and amounts equivalent to interest thereon) in such holder's Restricted Unit account. If necessary or appropriate, the Company will, upon the request of FSI, use reasonable efforts to obtain the written acknowledgment of each director holding Restricted Units that the payment of the Option Consideration, if any, amounts referred to above will satisfy in full the Company’s 's obligation to such person director pursuant to the Restricted Unit Plan and take such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any other action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are is necessary to give effect to the transactions contemplated by provisions of this Section 2.022.04. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes Prior to the consummation of this Agreementthe Offer, the term “Option” means each Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time (the "OPTION CANCELLATION TIME"), of all the outstanding unexercised stock options (the "STOCK OPTIONS") (other than options outstanding under the Company's 1996 Employee Stock Purchase Plan (the "EMPLOYEE STOCK PURCHASE PLAN" and such options being referred to as the "PURCHASE PLAN OPTIONS")) heretofore granted under any other stock option to purchase Common Shares, whether or not then vested similar plan or fully exercisable, granted on or prior to the date hereof to any current or former employee or director agreement of the Company (such other stock option or similar plans or agreements together with the Employee Stock Purchase Plan being collectively referred to herein as the "STOCK PLANS"). Such cancellation shall occur without any Subsidiary payment therefor except as otherwise provided in this Section 2.9. At the Option Cancellation Time, all Stock Options (whether vested or unvested) which are listed in Section 2.9 of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration Disclosure Schedule (as defined belowherein) shall, unless otherwise agreed to by Parent and the holder of such Stock Option, be cancelled (and to the extent formerly so exercisable shall no longer be exercisable) and shall entitle each holder thereof, in cancellation and settlement therefor, to a payment, if any, in cash by the Company shall take all actions necessary so that (A) immediately prior to the Effective Timeless any applicable withholding taxes), each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of subject to such Stock Option (whether vested or unvested) and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Stock Option (the “"CASH PAYMENTS"). (b) The Company shall take all actions necessary to ensure that: (i) the Offering Period (as defined in the Employee Stock Purchase Plan) applicable to each outstanding Purchase Plan Option Consideration”)is shortened so as to have a New Purchase Date (as defined in the Employee Stock Purchase Plan) that occurs before the date on which the Option Cancellation Time occurs; provided, however, that with respect to any person subject to Section 16 of (ii) no new Offering Period or Purchase Period (each as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount Employee Stock Purchase Plan) shall be paid as soon as practicable begin from and after the first date payment can be made without liability hereof; and (iii) no holder of a Purchase Plan Option is permitted to such person increase his or her rate of contributions under Section 16(b) of the Exchange ActEmployee Stock Purchase Plan from and after the date hereof. (c) The Company shall use commercially reasonable efforts take all actions necessary to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that provide that, effective as of the Effective Option Cancellation Time, (i) the payment each of the Option ConsiderationStock Plans shall be terminated, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Option Consideration, if any, all Options held by such holder shall, without any action on the part capital stock of the Company or the holderany of its Subsidiaries shall be deleted, be deemed terminated, canceled, void and (iii) no holder of no further force and effect as between Stock Options or Purchase Plan Options (collectively "OPTIONS") will have any right to receive any shares of capital stock of the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (includingor, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Companyapplicable, the Surviving Corporation, Parent or any Subsidiary upon exercise of any of the foregoingOption. (fd) Except with respect to Stock Options granted under the Company's 1997 Stock Plan and the Company's 1997 Director Option Plan, the Company has the power and authority under the terms of each of the applicable Stock Plans to accomplish each of the matters set forth in this Section 2.9 without the consent of any Option holder. The Company covenants that prior to will obtain the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion consent of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, each holder of Stock Options issued under the Exchange ActCompany's 1997 Stock Plan and the Company's 1997 Director Option Plan.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions Board (includingor, if appropriate, amending any committee thereof) shall adopt appropriate resolutions and use its reasonable best efforts to provide for the terms cancellation, effective at the Effective Time, of all the outstanding stock options (the "Options") heretofore granted under any stock option or similar plan of the relevant Company (the "Stock Plans Plans"), or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except under any agreement, without any payment therefor except as otherwise provided herein or agreed in this Section 2.9. Effective as of immediately prior to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans Company shall terminate effective as accelerate the vesting of all Options, if any, which are not then vested, and, giving effect to the foregoing, each then vested option shall no longer be exercisable but shall only entitle each holder thereof, in cancellation and settlement therefor, to a payment in cash by the Company (subject to any applicable withholding taxes), at the Effective Time, equal to the product of (x) the total number of Common Shares subject to such vested option and (y) the excess of the Effective Time Merger Price over the exercise price per Common Share subject to such vested option (the "Cash Payments"). The Company represents and no participant warrants that it has taken all necessary action to terminate the 1987 Stock Option Plan, the 1990 Stock Option Plan, the 1993 Stock Option Plan, the 1998 Stock Option Plan and the Employee Stock Purchase Plan, as any of them may have been amended, and all other Stock Plans, and any other plans, programs or arrangements providing for the issuance or grant of any other interest in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities respect of the Company, capital stock of the Surviving Corporation, Parent Company or any Subsidiary of any of the foregoing. (f) The Company covenants that subsidiary in each case effective immediately prior to the Effective Time it Time. The Company will take all actions necessary under reasonable steps to ensure that certain United States Securities and Exchange Commission (“SEC”) no-action letternone of Parent, dated January 12the Company or any of their respective subsidiaries is or will be bound by any Options or other options, 1999warrants, rights or agreements that would entitle any Person, other than Parent or its affiliates, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, own any capital stock of the Surviving Corporation or any of its subsidiaries or to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Actreceive any payment in respect thereof.

Options; Stock Plans. (a) For purposes Prior to the consummation of this Agreementthe Offer, the term “Option” means each Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time, of all the outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, stock options (the "Options") heretofore granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option or similar plan of the Company (the "Stock Plans") or otherwise (includingunder any agreement, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At any payment therefor except as otherwise provided in this Section 2.09. Immediately prior to the Effective Time, all Options issued under (whether vested or unvested) which are listed in Section 4.03 of the Stock Plans shall be converted into the right disclosure schedule delivered to receive Option Consideration (as defined below) and Parent by the Company shall take all actions necessary so that (A) immediately prior to the Effective Timedate hereof (the "Company Disclosure Schedule") (or were inadvertently omitted from such schedule and for which the related Cash Payments are de minimus in the aggregate) shall be cancelled (and to the extent formerly so exercisable shall no longer be exercisable) and shall entitle each holder thereof, each outstanding Option granted under in cancellation and settlement therefor, to a payment, if any, in cash by the Stock PlansCompany (less any applicable withholding taxes), including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of subject to such Option (whether vested or unvested) and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Option (the “Option Consideration”"Cash Payments"); provided. The Company represents and warrants that the Company Board has taken all necessary action to terminate the Company's 1995 Long-Term Incentive Compensation Plan, howeveras amended, that with the Company's 1997 Long-Term Stock Incentive Plan and all other Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part capital stock of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially subsidiary in the form attached hereto as Exhibit F. (d) Prior each case effective prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary subsidiary of the Company or any other person, whether person under any stock option plan or otherwise similar plan of the Company or in connection with any employment, consulting or other agreement with the Company or any subsidiary of the Company prior to the date hereof (including, without limitation, under the Company’s 1992 1997 Stock Option Plan (for Key Employees of Wellco Enterprises, Inc., the “1992 Plan”) and 1997 Stock Option Plan for Non-Employee Directors of Wellco Enterprises, Inc., the Company’s 1999 Stock Option Plan for Key employees of Wellco Enterprises, Inc., and the 1999 Stock Option Plan for Non-Employee Directors of Wellco Enterprises, Inc.) (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) or immediately prior to the Effective Time, each unexercised, then outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached heretoOption, shall become immediately vested be canceled and exercisable in full and (B) at Parent shall pay or shall cause the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant Surviving Corporation to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, pay each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as thereof at or promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of Time for each such Option surrendered for cancellation and (ii) the amount, if any, accompanied by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially acknowledgement in the form attached hereto as Exhibit F.2.02(c) (an “Option Cancellation Acknowledgement”) an amount in cash determined by multiplying (i) the excess of the Merger Consideration over the applicable exercise price per share of such Option by (ii) the number of Common Shares such holder could have purchased under such Option had such holder exercised such Option in full immediately prior to the Effective Time. The Company represents and warrants to Parent and Merger Sub that the Compensation Committee of the Company Board has adopted resolutions providing that each outstanding and exercisable Option shall, at the Effective Time, be adjusted, as provided in the applicable Stock Plan, to be exercisable to acquire the Merger Consideration, without any interest, for each Common Share for which such Option could have been exercised immediately prior to the Effective Time and shall not be exercisable to acquire any Common Shares or any equity interest in the Surviving Corporation at or after the Effective Time, and that each outstanding and unexercisable Option shall, at the Effective Time, be cancelled and shall not be exercisable to acquire any Common Shares or any equity interest in the Surviving Corporation at or after the Effective Time, which resolution has not been modified or rescinded, and the Company agrees that such resolution shall not be modified or rescinded during the term of this Agreement without Parent’s prior consent. (c) Prior to the Effective Time, the Company shall obtain Option Cancellation Acknowledgements from all holders of Options. Any such Option Cancellation Acknowledgement, once obtained, shall not be amended or modified by the Company without Parent’s prior consent. (d) Prior to the Effective Time, the Company shall take all actions reasonably requested by Parent (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed to in writing by Parent Merger Sub and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary subsidiary of the Company or any other person, whether person under any stock option plan or otherwise similar plan of the Company or in connection with any employment, consulting or other agreement or other arrangement approved by the Company Board with the Company or any subsidiary of the Company on or prior to the date hereof (including, without limitation, under the Company’s 1992 Amended and Restated 1986 Stock Plan, as amended, the Company’s Amended and Restated 1988 Non-Employee Director Stock Option Plan (the “1992 Non-Employee Director Plan”) ), the Company’s 1994 Stock Plan, the Company’s 1996 Stock Plan, as amended, the Company’s 2000 Stock Option Plan, as amended, and the Company’s 1999 2001 Stock Option Plan Plan) (together with the 1992 Plan, collectively, the “Stock Plans”)). (b) At As part of the Effective TimeTransactions, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so use its reasonable best efforts to ensure that (Ai) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option Plans held by those holders of record listed on the Options Option Schedule attached hereto, hereto under the heading “Cash-Pay Options” (the “Cash-Pay Options”) shall become immediately vested and exercisable in full and (Bii) at the Effective Time, all Options (other than Rollover Options) shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an a Cash-Pay Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Cash-Pay Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days 10 business days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Cash-Pay Option and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds less the applicable exercise price per Common Share otherwise issuable upon exercise of such Cash-Pay Option (the “Cash-Pay Option Consideration”); provided, however, that with respect to any person subject to Section 16 16(a) of the Securities Exchange Act of 1934, as amended (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. For the avoidance of doubt, the unvested portion of the Options granted under the Non-Employee Director Plan as of the Effective Time shall be canceled without payment of any consideration and without any further liability to the Company or the Surviving Corporation and shall not be accelerated, and the holders of Options granted under the Non-Employee Director Plan shall be entitled to the Cash-Pay Option Consideration pursuant to this Section 2.02(b) only to the extent of the vested portion of such Options. In addition, the Company Board will fully accelerate the vesting schedule of the Options issued under the Company’s 2001 Stock Option Plan. (c) The Company shall use commercially reasonable best efforts to obtain from cause each holder of an Option issued pursuant to the Stock Plans Non-Employee Director Plan to execute a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Cash-Pay Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Cash-Pay Option Consideration, if any, all Options such Option held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect theretothereto and (iii) that the unvested portion of any Option issued pursuant to the Non-Employee Director Plan held by such holder shall be canceled without payment of any consideration and without any further liability to the Company or the Surviving Corporation. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F.2.02(c). (d) At the Effective Time, each outstanding Option (each, a “Rollover Option”; each of which is listed on the Rollover Option Conversion Schedule attached hereto) as to which the holder thereof has executed and delivered to Melita a conversion agreement (a “Conversion Agreement”) shall be converted pursuant to the terms of such Conversion Agreement (the “Rollover Option Consideration”). Each Conversion Agreement shall provide for, among other things, that the option to be issued by Melita will have an “embedded value” (determined by calculating the difference between the exercise price of such option to be issued by Melita and the value of the securities covered by such option to be issued by Melita (on a fully vested basis, unless otherwise agreed to by Melita and the holder of such Rollover Option) at the Effective Time) equal to (i) the product of (A) the total number of Common Shares otherwise issuable upon exercise of such Rollover Option and (B) the excess, if any, of the Merger Consideration per Common Share less the applicable exercise price per Common Share otherwise issuable upon exercise of such Rollover Option, minus (ii) the value of any other consideration granted to such Rollover Option holder in connection with the granting of such options to be issued by Melita. (e) In the event the holder of an Option does not, prior to the Effective Time, either (i) have his or her applicable Cash-Pay Options canceled in exchange for the right to receive Cash-Pay Option Consideration in accordance with the terms specified in Section 2.02(b) or (ii) execute and deliver to the Company a Conversion Agreement, such Option shall be assumed by Melita and be adjusted to instead be exercisable for equity securities of Melita to the extent of, and in accordance with, the terms of the applicable Options and Stock Plans in effect immediately prior to the date hereof. (f) With respect to the Company’s 1991 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), the Company shall (i) take all actions thereunder to terminate all outstanding options under the Purchase Plan (each, a “Purchase Plan Cash Option” and collectively, the “Purchase Plan Cash Options”) at the close of business on the day immediately prior to the Effective Time and (ii) in consideration for such termination, provide each of the participants thereunder, in lieu of Common Shares that would have otherwise been issuable upon the exercise of the outstanding Purchase Plan Cash Options, both the amount of the refund to which the participant is entitled pursuant to Article 15 of the Purchase Plan upon the termination of such plan and a cash payment from the Payment Fund, subject to any required withholding of taxes, equal to the product of (A) the total number of Common Shares the participant would have otherwise been issued upon the exercise of the Purchase Plan Cash Options (determined with reference only to the first business day of the applicable Payment Period (as defined in the Purchase Plan)) and (B) the excess, if any, of the Merger Consideration over the applicable Option Price (as defined in the Purchase Plan); provided, however, that with respect to any person subject to Section 16(a) 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. (g) Prior to the Effective Time, the Company shall use its reasonable best efforts to take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or the Purchase Plan or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02. (eh) Except as otherwise provided herein or agreed to in writing by Parent Merger Sub and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans and the Purchase Plan shall terminate effective as of the Effective Time and no participant in the Stock Plans or the Purchase Plan shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent Melita or any Subsidiary subsidiary of any of the foregoing. (fi) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) SEC no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPXxxx, to provide that the cancellation, cancellation and cash-out and conversion of Cash-Pay Options and the Purchase Plan Cash Options and the adjustment of the Rollover Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.

Options; Stock Plans. (a) For purposes As soon as practicable following the date of this Agreement, the term “Board of Directors of the Company shall adopt such resolutions or take such other actions (if any) as may be required to provide that: (a) each stock option and similar right (each, an "Option” means each ") (other than the Investor Option, as defined below) outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or immediately prior to the date hereof Effective Time and granted pursuant to any current stock option or former employee similar plan of the Company, or director any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise subsidiary (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “"Stock Plans”)). (b") At the Effective Timeshall, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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. (c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, be canceled in exchange for a lump sum cash payment equal to (i1) the payment product of (x) the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant number of Common Shares subject to such Option and (iiy) the Merger Price, minus (2) the product of (x) the number of Common Shares subject to such Option and (y) the payment per share exercise price of such Option, net of any required tax withholding; (b) the Investor Option Consideration(as defined in that certain Stock Purchase Agreement dated as of October 18, if any, all Options held 1991 by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto Penn Yards Associates) shall, as Exhibit F. (d) Prior to of the Effective Time, be canceled in exchange for a lump sum cash payment equal to $61,602; and (c) all Stock Plans shall terminate as of the Effective Time, and all Options and all other outstanding stock options or similar rights heretofore granted under any Stock Plan shall be canceled as of the Effective Time, without any payment therefor except as otherwise provided in this Section 2.9. The payments described above in this Section 2.9 shall be made promptly following the Effective Time. The vesting of each Option shall not accelerate as a result of, or in connection with, the transactions contemplated hereby, except to the extent required by the existing terms of the option agreement pursuant to which it was granted. The Company shall take no action, and shall ensure that no discretion is exercised by its Board of Directors or any committee thereof or any other body or person so as to cause the vesting of any Option, or to cause any other option, warrant or right to acquire Common Shares to accelerate. The Company shall take all actions (including, if appropriate, amending necessary action to approve the terms disposition of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to in connection with the transactions contemplated by this Section 2.02. (e) Except as otherwise provided herein or agreed Agreement to in writing by Parent and the Company or as may be extent necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time exempt such transactions and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption acquisitions under Rule 16b-3(d) or (e), as applicable, under 16b-3 of the Exchange Act.

Options; Stock Plans. (a) For purposes of this AgreementPrior to the Effective Time, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director Board of Directors of the Company (the "COMPANY BOARD") (or, if appropriate, any committee thereof) will adopt appropriate resolutions and take all other actions necessary or any Subsidiary desirable (including effecting all necessary amendments to the Stock Plans and Options and obtaining all applicable consents from optionees) to provide for the cancellation, effective at the Effective Time, of all of the Company or any other person, whether outstanding stock options (the "OPTIONS") heretofore granted under any stock option or similar plan of the Company (the "STOCK PLANS") or otherwise (includingunder any agreement, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”))any payment therefor except as otherwise provided in this Section 1.6. (ba) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately Immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto(whether vested or unvested) which are listed in SCHEDULE 4.3(B) of the disclosure schedule delivered to the Parent by the Company prior to the date hereof (the "COMPANY DISCLOSURE SCHEDULE"), shall become immediately which list includes all outstanding Options, will be vested and exercisable in full and (B) at canceled, to the extent such Option remains outstanding as of immediately prior to the Effective Time, all Options shall Time (and to the extent exercisable will no longer be canceledexercisable) and will entitle the holder thereof, in each casecancellation and settlement therefor, to a payment, if any, in accordance with and pursuant to cash by the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(bCompany (less any applicable withholding taxes) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of subject to such Option (without regard to whether such Option was vested or unvested) and (ii) the amountexcess, if any, by which of the Merger Consideration per Common Share exceeds Price over the applicable exercise price per Common Share otherwise issuable upon exercise of subject to such Option (the “Option Consideration”"CASH ----- Payment"); providedprovided that no such payment will be due until following such time that the Company has delivered to the Parent a true and complete list of the Options which remain outstanding as of immediately prior to the Effective Time. If the exercise price per share of any Option equals or exceeds the Merger Price, howeverthe Cash Payment therefor shall be zero. Notwithstanding the foregoing, payment of the Cash Payment is subject to written acknowledgment, in a form acceptable to the Surviving Corporation, delivered within five (5) days after the date hereof and conditioned on Closing, that with no further payment is due to such holder on account of any Option and all of such holder's rights under such Options have terminated. (b) The Company represents, warrants and covenants that, prior to the Effective Time, the Company Board will take all necessary action to terminate the 1995 Stock Option Plan and the 1997 Omnibus Incentive Plan, and all other Stock Plans and any other plan, program or arrangement, including under employment agreements, providing for the issuance or grant of Options or any other interest in respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (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) Capital Stock of the Exchange ActCompany or any subsidiary in each case effective prior to the Effective Time. (c) The Company shall use commercially reasonable efforts and the Parent agree that the Cash Payments are the sole payments that will be made with respect to obtain from each holder of an Option issued pursuant or in relation to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, (i) the payment of the Option Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Option and (ii) subject to the payment of the Option Consideration, if any, all Options held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit F. (d) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plans or amending or waiving relevant agreements providing for vesting conditions on Common Shares or Options therefor) that are necessary to give effect to the transactions contemplated by this Section 2.02Options. (e) Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the Stock Plans shall terminate effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. (f) The Company covenants that prior to the Effective Time it will take all actions necessary under that certain United States Securities and Exchange Commission (“SEC”) no-action letter, dated January 12, 1999, to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, to provide that the cancellation, cash-out and conversion of Options, pursuant to this Section 2.02, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act.