Common use of Rights Under Stock Plans Clause in Contracts

Rights Under Stock Plans. (a) Each unexpired and unexercised option to purchase shares of Company Common Stock (the "Company Options") issued pursuant to the Company's 1996 Equity Incentive Plan (the "Company Stock Option Plan"), or otherwise granted by the Company outside the Company Stock Option Plan, each of which issued and outstanding Company Options are set forth in Section 3.03 of the Company Disclosure Schedule (as defined below), shall, at the Effective Time and at the election of the holder of such Company Options, either (i) be assumed by IHK and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company Option, a number of shares of IHK Common Stock equal to the product of (A) the Stock Consideration and (B) the number of shares of Company Common Stock subject to such Company Option, at a price per share equal to the amount obtained by dividing the exercise price of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At the Effective Time, IHK shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, appropriate option agreements representing the right to acquire shares of IHK Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK shall adopt and comply with the terms of the Company Stock Option Plan as it applies to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting of Company Options which shall occur by virtue of consummation of the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Common Stock for delivery upon exercise of Company Options assumed in accordance with this Section 2.09. Promptly after the Effective Time, the shares of IHK Common Stock subject to Substitute Options shall be covered by an effective registration statement on Form S-8 (or any successor form) or another appropriate form and IHK shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as Substitute Options remain outstanding. In addition, IHK shall use commercially reasonable efforts to cause the shares of IHK Common Stock subject to Substitute Options to be listed on the Listing Market (as defined below).

Rights Under Stock Plans. (a) Each unexpired and unexercised option to purchase shares of Company Common Stock issued pursuant to the Company's 1992 Stock Option Plan and the 1994 Stock Plan ("Cash Payment Options"), all of which issued and outstanding Cash Payment Options are set forth on Section 3.02(a) of the Company Disclosure Letter, shall, at the Effective Time, whether or not vested, constitute the right to receive, subject to required withholding, a cash payment equal to the product of (i) the average of the last reported sale prices per share of Parent Common Stock for the five trading days immediately preceding the Closing Date; provided, however, that in the event such average price is less than $20 or more than $22 then such average price shall be deemed to be (A) $20 (when such average price is less than $20) or (B) $22 (when such average price is more than $22) (the "Trailing Company Stock Price"), less the per share exercise price required by such Cash Payment Option and (ii) the number of shares subject to such Company Plan Option. Parent shall, within five business days following the Closing Date, mail to each holder of a Cash Payment Option (a "Cash Payment Optionee") a statement setting forth in reasonable detail the calculation of the amount of the payment (the "Option Settlement Payment") to be received by such Cash Payment Optionee and a form of general release pursuant to which such Cash Payment Optionee shall forever release any and all claims he or she may have against the Company, Parent or any of their respective current or former affiliates or control persons arising out of or in connection with such Cash Payment Option, which release shall be effective upon receipt by the Cash Payment Optionee of the Option Settlement Payment. Within five business days following the return of any such general release, Parent shall mail to the relevant Cash Payment Optionee a check in the amount of Option Settlement Payment to be received by such Cash Payment Optionee. (b) Each option to purchase shares of Company Common Stock issued pursuant to the 1995 Non-Employee Director Stock Option Plan (the "Director Options"), the Employee Stock Purchase Plan, (the "Stock Purchase Plan Options") as well as options to purchase shares of Company Common Stock granted or assumed in connection with certain historical transactions or otherwise (the "Non-Plan Options"), all of which issued and outstanding Directors Options, Stock Purchase Plan Options and Non-Plan Options (collectively, the "Assumed Options" and, together with the Cash Payment Options, the "Company Options") issued pursuant to the Company's 1996 Equity Incentive Plan (the "Company Stock Option Plan"), or otherwise granted by the Company outside the Company Stock Option Plan, each of which issued and outstanding Company Options are set forth in on Section 3.03 3.02(a) of the Company Disclosure Schedule (as defined below)Letter, shall, at the Effective Time and at the election of the holder of such Company OptionsTime, either (i) whether or not vested, be assumed by IHK Parent and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company OptionAssumed Options, a such number of shares of IHK Parent Common Stock as is equal to the product of (A) the Stock Consideration Exchange Ratio and (B) the number of shares of Company Common Stock subject to such Company OptionAssumed Options, at a price per share equal to the amount obtained by dividing the per share exercise price of such Company Option Assumed Options, by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable Exchange Ratio. As soon as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At practicable following the Effective Time, IHK Parent shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, Director Options and Non-Plan Options appropriate option agreements representing the right to acquire shares of IHK Parent Common Stock on substantially the same terms and conditions as contained in pertain to the outstanding Assumed Options. (i) At the Effective Time, Parent shall assume the obligations of the Company Options. IHK under each warrant to purchase Company Common Stock outstanding at the Effective Time and set forth on Section 3.02(a) of the Company Disclosure Letter and thereafter, the exercise price of such warrants shall adopt and comply be adjusted by dividing the per share exercise price in effect prior to the Effective Time of the Merger by the Exchange Ratio (or, if the exercise price of such warrant is not specified or otherwise determinable as of the Effective Time, by making or providing for an appropriate adjustment to the exercise price at the time the exercise price shall become final in accordance with the terms of such warrant) and, upon exercise, the Company holder of each such warrant shall receive the number of shares of Parent Common Stock Option Plan as it applies would have been issued or delivered to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting holder thereof if such holder had exercised the warrant and had received the number of shares of Company Options Common Stock to which shall occur by virtue of consummation such holder would have been entitled immediately prior to the Merger; (ii) prior to the Effective Time of the Merger, Parent shall deliver to the holders of such warrants an appropriate notice setting forth such holders' rights pursuant to the applicable warrant agreements with respect thereto to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended warrant agreements with respect thereto; and (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (biii) IHK Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Parent Common Stock for delivery upon exercise of Company the warrants. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of its Parent Common Stock for delivery upon exercise of the Assumed Options assumed in accordance with this Section 2.092.10. Promptly after Parent shall file and cause to be effective as of the Effective Time, the shares of IHK Common Stock subject to Substitute Options shall be covered by an effective Time a registration statement on Form S-8 (or any successor other appropriate form) or another appropriate form , with respect to shares of Parent Common Stock that will be subject to the Assumed Options and IHK shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus contained therein) for so long as Substitute any Assumed Options remain outstanding. In addition, IHK shall use commercially reasonable efforts to cause the shares of IHK Common Stock subject to Substitute Options to be listed on the Listing Market (as defined below).

Rights Under Stock Plans. (a) Each unexpired and unexercised outstanding option or warrant to purchase shares of Company Common Stock (the "Company OptionsOption") issued pursuant to the Company's 1996 Equity Incentive Plan (the "Company Stock Option Plan"), or otherwise granted by the Company outside under the Company Stock Option PlanPlans or otherwise, each of which issued and is outstanding Company Options are set forth in Section 3.03 of the Company Disclosure Schedule (as defined below), shall, at immediately prior to the Effective Time and at the election of the holder of such Company OptionsTime, either (i) whether or not then exercisable, shall be assumed by IHK Parent and shall deemed to constitute an option or warrant to acquire, on the same terms and conditions conditions, mutatis mutandis (including, without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction), as were applicable under such assumed Company Option, a number of shares of IHK Common Stock equal Option prior to the product of (A) the Stock Consideration and (B) Effective Time, the number of shares of Company Parent Common Stock subject as the holder of such Option would have been entitled to receive pursuant to the Merger had such Company Option, holder exercised such Option in full immediately prior to the Effective Time (not taking into account whether or not such Option was in fact exercisable) at a price per share equal to (x) the amount obtained by dividing the aggregate exercise price for Company Common Stock purchasable pursuant to such Option divided by (y) the Conversion Number; provided that the number of shares of Parent Common Stock that may be purchased upon exercise of any such Option shall not include any fractional share and, upon exercise of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable as Option, a result of the Offer or the Merger cash payment shall be canceled by made for any fractional share based upon the Company, and each holder last sale price per share of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time Parent Common Stock on the Election Date (as defined below)trading day immediately preceding the date of exercise. At From and after the Effective Time, IHK Parent and the Surviving Corporation shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, appropriate option agreements representing the right to acquire shares of IHK Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK shall adopt and comply with the terms of the Company Stock Option Plan as it applies to Company Options assumed as set forth above including, without limitation, provisions regarding Plans and the accelerated vesting of Company Options which shall occur by virtue of consummation of the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Planagreements governing any Options. The date of grant of each Substitute Option shall be deemed adjustments provided herein with respect to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute any Options qualify following the Effective Time as that are "incentive stock options options" (as defined in Section 422 of the Internal Revenue Code Code) shall be effected in a manner consistent with Section 424(a) of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK Parent shall take cause to be taken all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Parent Common Stock for delivery upon exercise of Company Options assumed in accordance with this Section 2.095.7. Promptly As promptly as practicable after the Effective Time, Parent shall use its reasonable efforts to cause the shares of IHK Parent Common Stock subject to Substitute assumed Options shall to be covered by an effective registered under the Securities Act pursuant to a registration statement on Form S-8 (or any successor formor other appropriate forms) or another appropriate form and IHK shall use commercially its reasonable efforts to maintain cause the effectiveness of such registration statement (and current status of the prospectus or registration statements prospectuses contained therein) to occur promptly after the Effective Time and to be maintained for so long as Substitute such Options remain outstanding. In addition, IHK shall use commercially reasonable efforts to cause the shares of IHK Common Stock subject to Substitute Options to be listed on the Listing Market (as defined below).

Rights Under Stock Plans. (a) Each unexpired and unexercised outstanding option or warrant to purchase shares of Company Common Stock (the "Company OptionsOption") issued pursuant to the Company's 1996 Equity Incentive Plan (the "Company Stock Option Plan"), or otherwise granted by the Company outside under the Company Stock Option PlanPlans or otherwise, each of which issued and is outstanding Company Options are set forth in Section 3.03 of the Company Disclosure Schedule (as defined below), shall, at immediately prior to the Effective Time and at Time, whether or not then exercisable, shall vest in accordance with the election of the holder terms of such Company Options, either (i) Stock Option Plan or agreement under which it was granted and shall be assumed by IHK Parent and shall deemed to constitute an option or warrant to acquire, on the same terms and conditions conditions, mutatis mutandis (including, without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction), as were applicable under such assumed Company Option, a number of shares of IHK Common Stock equal Option or agreement prior to the product of (A) the Stock Consideration and (B) Effective Time, the number of shares of Company Parent Common Stock subject as the holder of such Option would have been entitled to receive pursuant to the Merger had such Company Option, holder exercised such Option in full immediately prior to the Effective Time (not taking into account whether or not such Option was in fact exercisable) at a price per share equal to (x) the amount obtained by dividing the aggregate exercise price for Company Common Stock purchasable pursuant to such Option divided by (y) the Class A Conversion Number; provided, that the number of shares of Parent Common Stock that may be purchased upon exercise of any such Option or agreement shall not include any fractional share and, upon exercise of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable as agreement, a result of the Offer or the Merger cash payment shall be canceled by made for any fractional share based upon the Company, and each holder last sale price per share of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time Parent Common Stock on the Election Date (as defined below)trading day immediately preceding the date of exercise. At From and after the Effective Time, IHK Parent and the Surviving Corporation shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, appropriate option agreements representing the right to acquire shares of IHK Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK shall adopt and comply with the terms of the Company Stock Option Plan as it applies to Company Options assumed as set forth above including, without limitation, provisions regarding Plans and the accelerated vesting of Company Options which shall occur by virtue of consummation of the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Planagreements governing any Options. The date of grant of each Substitute Option shall be deemed adjustments provided herein with respect to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute any Options qualify following the Effective Time as that are "incentive stock options options" (as defined in Section 422 of the Internal Revenue Code Code) shall be effected in a manner consistent with Section 424(a) of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK Parent shall take cause to be taken all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Parent Common Stock for delivery upon exercise of Company Options assumed in accordance with this Section 2.095.7. Promptly As promptly as practicable after the Effective Time, the shares of IHK Parent shall use its reasonable efforts to cause Parent Common Stock subject to Substitute assumed Options shall to be covered by an effective registered under the Securities Act pursuant to a registration statement on Form S-8 (or any successor formor other appropriate forms) or another appropriate form and IHK shall use commercially its reasonable efforts to maintain cause the effectiveness of such registration statement (and current status of the prospectus or registration statements prospectuses contained therein) to occur promptly after the Effective Time and to be maintained for so long as Substitute such Options remain outstanding. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any stock appreciation right ("SAR"), each outstanding SAR issued by the Company on or prior to the date of this Agreement shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be assumed by Parent. In additionThe holders of such SARs shall continue to have, IHK and be subject to, the same terms and conditions set forth in the agreements pursuant to which the SARs were issued in effect immediately prior to the Effective Time, except that (i) such SARs shall use commercially reasonable efforts to cause the be exercisable for cash representing that number of whole shares of IHK Parent Common Stock subject equal to Substitute Options the product of the number of shares of Class A Common Stock covered by the SAR immediately prior to the Effective Time multiplied by the Class A Conversion Number rounded up to the nearest whole number of shares of Parent Common Stock and (ii) the per share strike price for the cash representing shares of Parent Common Stock issuable upon the exercise of such assumed SAR shall be listed on equal to the Listing Market (quotient determined by dividing the strike price per share of Class A Common Stock specified for such SAR under the applicable agreement immediately prior to the Effective Time by the Class A Conversion Number, rounding the resulting strike price down to the nearest whole cent. The holders of the SARs will be entitled to receive only cash upon exercise of the SARs in lieu of Parent Common Stock as defined below)such amount shall be determined in accordance with the agreements pursuant to which the SARs were issued.

Rights Under Stock Plans. (a) STOCK OPTIONS AND STOCK APPRECIATION RIGHTS. Each unexpired and unexercised outstanding option to purchase shares of Company Common Stock (the "Company OptionsOPTION") issued pursuant and each outstanding stock appreciation right relating to appreciation in the value of a share of Company Common Stock ("SAR") granted under the Company's 1996 Equity 1993 Stock Option Plan, the Non-Employee Director Stock Option Agreements, the 1997 Long-Term Incentive Plan or the 1997 Non-Employee Director Stock Plan (the "Company Stock Option PlanCOMPANY STOCK PLANS"), which is outstanding immediately prior to the Effective Time, whether or otherwise granted by the Company outside the Company Stock Option Plan, each of which issued and outstanding Company Options are set forth in Section 3.03 of the Company Disclosure Schedule (as defined below)not then exercisable, shall, at if necessary, accelerate and become exercisable one (1) day prior to the Effective Time and at Time. The Option or SAR, as the election of the holder of such Company Optionscase may be, either (i) shall be assumed by IHK Parent and shall deemed to constitute (A) with respect to each Option, an option to acquire, on the same terms and conditions conditions, MUTATIS MUTANDIS (including, without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction), as were applicable under such assumed Company OptionOption prior to the Effective Time, a the number of shares of IHK Parent Common Stock as the holder of such Option would have been entitled to receive pursuant to the Merger had such holder exercised such Option in full immediately prior to the Effective Time (not taking into account whether or not such Option was in fact exercisable) at a price per share equal to the product of (Ax) the aggregate exercise price for Company Common Stock Consideration purchasable pursuant to such Option divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such assumed Option and (B) with respect to each SAR, a stock appreciation right, having the same terms and conditions, MUTATIS MUTANDIS (including, without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction), as were applicable to such SAR immediately prior to the Effective Time, with respect to the number of shares of Parent Common Stock that a holder of a number of shares of Company Common Stock equal to the number of such shares subject to such Company OptionSAR immediately prior to the Effective Time would have been entitled to receive pursuant to the Merger, at a an exercise price per share equal to (x) the amount obtained by dividing the aggregate exercise price of such for Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At the Effective Time, IHK shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, appropriate option agreements representing the right to acquire shares of IHK Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK shall adopt and comply with the terms of the Company Stock Option Plan as it applies to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting of Company Options which shall occur by virtue of consummation of the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Common Stock for delivery upon exercise of Company Options assumed in accordance with this Section 2.09. Promptly after the Effective Time, the shares of IHK Common Stock subject to Substitute Options shall be covered by an effective registration statement on Form S-8 (or any successor form) or another appropriate form and IHK shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as Substitute Options remain outstanding. In addition, IHK shall use commercially reasonable efforts to cause the shares of IHK Common Stock subject to Substitute Options to be listed on the Listing Market (as defined below).SAR divided by

Rights Under Stock Plans. (a) Each unexpired and unexercised option to purchase shares of Company Common Stock (the "Company Options") issued pursuant to the Company's 1996 Equity Replacement Stock Option Plan, 1996 Stock Incentive Plan or Outside Directors Stock Incentive Plan (the "Company Stock Option PlanPlans"), or otherwise granted by the Company outside the Company Stock Option Plan, each all of which issued and outstanding Company Options are set forth in on Section 3.03 3.02(a) of the Company Disclosure Schedule (as defined below)Letter, shall, at the Effective Time and at the election of the holder of such Company OptionsTime, either (i) be assumed by IHK Parent and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company Option, a number of shares of IHK Parent Common Stock equal to the product of (A) the Stock Consideration Conversion Number and (B) the number of shares of Company Common Stock subject to such Company Option, at a price per share equal to the amount obtained by dividing the exercise price of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable Conversion Number. As soon as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At practicable following the Effective Time, IHK but in no event later than 15 days following the Effective Time, Parent shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, Options appropriate option agreements representing the right to acquire shares of IHK Parent Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK Parent shall adopt and comply with the terms of the Company Stock Option Plan Plans as it applies they apply to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting changes of Company Options which shall occur by virtue of consummation of control that may apply with respect to the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Common Stock its common stock for delivery upon exercise of the Company Options assumed in accordance with this Section 2.092.10. Promptly after Parent shall file and cause to be effective as of the Effective Time, the shares of IHK Common Stock subject to Substitute Options shall be covered by an effective Time a registration statement on Form S-8 (or any successor other appropriate form) or another appropriate form , with respect to shares of Parent Common Stock that will be subject to the Company Options and IHK shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus contained therein) for so long as Substitute such Company Options remain outstanding. In addition, IHK shall use commercially reasonable efforts to cause the shares . (c) Certain non-officer employees have been granted awards of IHK Common Stock subject to Substitute Options to be listed on the Listing Market (as defined below).restricted shares

Rights Under Stock Plans. (a) Each unexpired and unexercised option to purchase shares of Company Common Stock (the "Company Options") issued pursuant to the Company's 1996 Equity Replacement Stock Option Plan, 1996 Stock Incentive Plan or Outside Directors Stock Incentive Plan (the "Company Stock Option PlanPlans"), or otherwise granted by the Company outside the Company Stock Option Plan, each all of which issued and outstanding Company Options are set forth in on Section 3.03 3.02(a) of the Company Disclosure Schedule (as defined below)Letter, shall, at the Effective Time and at the election of the holder of such Company OptionsTime, either (i) be assumed by IHK Parent and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company Option, a number of shares of IHK Parent Common Stock equal to the product of (A) the Stock Consideration Exchange Ratio and (B) the number of shares of Company Common Stock subject to such Company Option, at a price per share equal to the amount obtained by dividing the exercise price of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable Exchange Ratio. As soon as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At practicable following the Effective Time, IHK but in no event later than 15 days following the Effective Time, Parent shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, Options appropriate option agreements representing the right to acquire shares of IHK Parent Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK shall adopt and comply with the terms of the Company Stock Option Plan as it applies to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting of Company Options which shall occur by virtue of consummation of the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Common Stock its common stock for delivery upon exercise of the Company Options assumed in accordance with this Section 2.092.10. Promptly after Parent shall file and cause to be effective as of the Effective Time, the shares of IHK Common Stock subject to Substitute Options shall be covered by an effective Time a registration statement on Form S-8 (or any successor other appropriate form) or another appropriate form , with respect to shares of Parent Common Stock that will be subject to the Company Options and IHK shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus contained therein) for so long as Substitute such Company Options remain outstanding. (c) Certain non-officer employees have been granted awards of restricted shares under the 1996 Stock Incentive Plan that have not yet been issued, all of which awards of restricted stock are set forth on Section 3.02(a) of the Company Disclosure Letter (the "Restricted Shares," together with the Company Options, the "Rights"). In additionAll of such Restricted Shares will be issued prior to the Effective Time pursuant to the Company's standard Restricted Stock Award Agreement, IHK shall use commercially reasonable efforts to cause which provides for acceleration of vesting in the shares event of IHK Common Stock subject to Substitute Options to be listed on the Listing Market a "Change in Control" (as defined belowtherein), which the Merger constitutes.

Rights Under Stock Plans. (a) Each unexpired and unexercised option to purchase shares of Company Common Stock (the "Company Options") issued pursuant to the Company's 1996 Equity Replacement Stock Option Plan, 1996 Stock Incentive Plan or Outside Directors Stock Incentive Plan (the "Company Stock Option PlanPlans"), or otherwise granted by the Company outside the Company Stock Option Plan, each all of which issued and outstanding Company Options are set forth in on Section 3.03 3.02(a) of the Company Disclosure Schedule (as defined below)Letter, shall, at the Effective Time and at the election of the holder of such Company OptionsTime, either (i) be assumed by IHK Parent and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company Option, a number of shares of IHK Parent Common Stock equal to the product of (A) the Stock Consideration Conversion Number and (B) the number of shares of Company Common Stock subject to such Company Option, at a price per share equal to the amount obtained by dividing the exercise price of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable Conversion Number. As soon as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At practicable following the Effective Time, IHK but in no event later than 15 days following the Effective Time, Parent shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, Options appropriate option agreements representing the right to acquire shares of IHK Parent Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK Parent shall adopt and comply with the terms of the Company Stock Option Plan Plans as it applies they apply to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting changes of Company Options which shall occur by virtue of consummation of control that may apply with respect to the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that the Company Options qualified as incentive stock options prior to the Effective Time. (b) IHK Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IHK Common Stock its common stock for delivery upon exercise of the Company Options assumed in accordance with this Section 2.092.10. Promptly after Parent shall file and cause to be effective as of the Effective Time, the shares of IHK Common Stock subject to Substitute Options shall be covered by an effective Time a registration statement on Form S-8 (or any successor other appropriate form) or another appropriate form , with respect to shares of Parent Common Stock that will be subject to the Company Options and IHK shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus contained therein) for so long as Substitute such Company Options remain outstanding. (c) Certain non-officer employees have been granted awards of restricted shares under the 1996 Stock Incentive Plan that have not yet been issued, all of which awards of restricted stock are set forth on Section 3.02(a) of the Company Disclosure Letter (the "Restricted Shares," together with the Company Options, the "Rights"). In additionAll of such Restricted Shares will be issued prior to the Effective Time pursuant to the Company's standard Restricted Stock Award Agreement, IHK shall use commercially reasonable efforts to cause which provides for acceleration of vesting in the shares event of IHK Common Stock subject to Substitute Options to be listed on the Listing Market a "Change in Control" (as defined belowtherein), which the Merger constitutes.