Common use of Stock Option and Other Plans Clause in Contracts

Stock Option and Other Plans. (a) As of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (a "Company Option" or "Company Options") granted under the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"), whether or not then exercisable or vested, shall (without any action on the part of the Company) automatically be converted into an option to purchase Parent common stock, par value $.01 per share ("Parent Common Stock"), in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, and be subject to, similar terms and conditions (including vesting schedule) as are currently applicable to each such Company Option, except that, as of the Effective Time, (i) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (defined below), rounded to the nearest whole number, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Company

Stock Option and Other Plans. (a) As of Except as set forth in Section 2.10(b), at the Effective Time, each then outstanding stock option, stock equivalent right or right option to acquire Shares (each such option issued under a "Company Option" or "Company Options") granted under the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee a “Company Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"Option”), whether or not then exercisable or vestedexercisable, shall (without any action on the part of the Company) automatically be converted into an option to purchase Parent common stock, par value $.01 per share ("Parent Common Stock"), Stock in accordance with this Section 2.4(a2.10(a). Each Company Stock Option so converted shall continue to have, and be subject to, similar the same terms and conditions (including vesting schedule) as are currently applicable to each such Company OptionStock Option (after giving effect to any acceleration thereof described on Section 3.14(e) of the Company Disclosure Schedule) and any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Stock Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Common Stock Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (defined below)Ratio, rounded down to the nearest whole number, of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock Share at which such CompanyCompany Stock Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding the foregoing, the conversion of any Company Stock Options which are “incentive stock options,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a “modification” of such Company Stock Options within the meaning of Section 424 of the Code.