Common use of Stock Option Plans Clause in Contracts

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.

Stock Option Plans. (ai) Cancellation The Company shall use its best efforts to cause each holder of Options and Unvested Stock. At the Effective Time, each then an outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Senior Executive Stock Option PlanCompany Benefit Plans (as defined herein), 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan each as amended (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested vested, which Option has an exercise price per Share lower than the Offer Price, to execute, prior to and effective conditionally at the expiration of the Offer, an agreement in the form approved by Parent and the Company (collectively, the "OptionsOption Cash-Out Agreement")) providing that such option be cancelled as of the consummation of the Offer, and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall holder be canceled and shall represent the right entitled to receive from the following consideration Company (or, at Parent's option, Parent) upon consummation of the Offer, in settlement thereof as follows: (i) as to all Options, for respect of each share of Company Common Stock Share subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between excess of the per share Merger Consideration and Offer Price over the per share exercise price of such Option to the extent such difference is a positive number per Share thereof (such amount in cash being hereinafter referred payment to as the "Option Consideration"), and (ii) as to the holders be net of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"applicable withholding taxes); provided, however, that with respect to any -------- ------- person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration amount shall not be payable until 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, but shall be paid as soon as practicable thereafter. Upon With respect to any such holder who does not execute an Option Cash-Out Agreement prior to the consummation of the OfferOffer with respect to an Option with an exercise price per Share lower than the Offer Price and with respect to any holder of an Option which has an exercise price per Share equal to or greater than the Offer Price, such holder's Options shall, if not theretofore exercised, terminate at the time provided by the terms thereof, but in no event later than the Effective Time. (ii) The Option Plans shall terminate at the time provided by the terms thereof, but in no event later than the Effective Time, and, except as contemplated in Section 2(b) below, all Options rights under any provision of any other plan, program, agreement 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 shall be terminated. The Company shall take all actions necessary to ensure that, upon termination of the Option Plans as provided in the immediately vest preceding sentence, no person shall have any right under the Option Plans or, except as contemplated in Section 2(b) below, any other plan, program, agreement or arrangement with respect to equity securities of the Company, or any direct or indirect subsidiary of the Company. The Company shall take all such steps as may be required to cause the transactions contemplated by this Section 2.4 and become exercisableany 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 Exchange Act. (iii) The Company hereby represents and warrants that all Option Plans provide, or have been or will be amended to provide, for the actions described in Section 2.4(a)(i) and 2.4(a)(ii) hereof.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At Prior to the Effective Time, but subject to the consummation of the Merger, the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each then option outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive 1988 Stock Option Plan, 1989 Employee 1993 Incentive Stock Plan, Executive Incentive Stock as amended, and 1995 Director Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan as amended (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options")shall be converted into and become rights with respect to Parent Shares, and Parent shall assume each share such option in accordance with the terms (as in effect as of not yet vested restricted stock granted under any such the date of this Agreement) of the Stock Option Plan ("Unvested Stock") shall be canceled under which it was issued and shall represent the right to receive stock option agreement by which it is evidenced. From and after the following consideration in settlement thereof as follows: Effective Time, (i) as each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to all Options, for each share such option shall be equal to the number of shares of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal option immediately prior to the difference between Effective Time multiplied by the per Exchange Ratio, rounding down to the nearest whole share Merger Consideration and (with cash, less the applicable exercise price, being payable for any fraction of a share), (iii) the per share exercise price of under each such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) option shall be adjusted by dividing the per share Merger Consideration exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such amount option shall continue in cash being hereinafter referred to as full force and effect and the "Unvested Stock Consideration")term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; providedPROVIDED, howeverHOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to any person subject the options assumed by Parent in accordance with this Section 2.5(a). (b) The Company shall take all action reasonably necessary (under the Stock Option Plans and otherwise) to effectuate the provisions of this Section 16(a) 2.5 and to ensure that, from and after the Effective Time, holders of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under options have no rights with respect thereto other than those specifically provided in this Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable2.5.

Stock Option Plans. (ai) Cancellation of Options and Unvested Stock. At Any Stock Option outstanding immediately prior to the Effective Time, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not Time which is then exercisable or vested becomes exercisable as a result of an acceleration triggered by the Merger pursuant to any existing option agreements and all Stock Options outstanding immediately prior to the Effective Time that were granted to members of the Board of Directors of the Company pursuant to the 1993 Directors' Stock Option Plan (collectively, all such Stock Options being the "Vested Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and cancelled and, subject to the Company's receipt of the acknowledgement described in Section 6.2(i) from the holder of such Vested Options, shall represent entitle the right holder thereof, upon surrender thereof, to receive the following consideration in settlement thereof as follows: (i) as to all Optionsreceive, for each share of Company Common Stock subject to such Vested Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and minus the per share exercise or purchase price of such Vested Option as of the date hereof. (ii) Any restricted shares of Company Common Stock granted to any employee of the Company outstanding immediately prior to the extent such difference is a positive number Effective Time (such amount in cash being hereinafter referred to as the "Option ConsiderationRestricted Shares"), whether or not then vested and transferable by such employee, shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into the right to receive, without interest, the Merger Consideration. (iiiii) as Amounts contributed to the holders Company's Employee Stock Purchase Plan (the "Stock Purchase Plan") for the purchase of Unvested Company Common Stock identified in Schedule 3.5(a)that, for each prior to the Effective Time, have not yet been applied to the purchase of Company Common Stock shall be applied to the purchase of Company Common Stock immediately prior to the Effective Time at a purchase price per share of Unvested Stock, cash in an amount equal to the product purchase price that would have been paid pursuant to the terms of (xthe Stock Purchase Plan had the date on which the Effective Time occurs been the last day of an investment cycle under the Stock Purchase Plan. Each share of Company Common Stock purchased pursuant to this Section 5.5(a)(iii) shall be converted into the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that accordance with respect to any person subject to Section 16(a2.1(c)(i) of this Agreement. The Company will amend the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment Purchase Plan to provide that no contributions can be made without liability to such person under Section 16(b) the Stock Purchase Plan after a date that is no later than the last day of the Exchange ActCompany's regular payroll period ending immediately prior to the Effective Time, but and no such contributions shall actually be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisablemade.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then outstanding option (including stock purchase rights and unrestricted stock awards) granted by Bancorp to purchase or acquire shares of Company Bancorp Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan (each an "Option," and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), which is outstanding and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") unexercised immediately prior to the Effective Time, shall be canceled converted into an option to purchase shares of MAF Common Stock in such number and shall represent at such exercise price as provided below and otherwise having the right same terms and conditions as in effect immediately prior to receive the following consideration Effective Time (except to the extent that such terms, conditions and restrictions may be altered in settlement thereof accordance with their terms as follows: a result of the Merger contemplated hereby): (i) as to all Options, for each share the number of Company shares of MAF Common Stock to be subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder converted Option shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount be equal to the product of (x) the number of shares of Unvested Bancorp Common Stock subject to the original Option and (y) the Exchange Ratio; (ii) the exercise price per share of MAF Common Stock under the converted Option shall be equal to (x) the exercise price per share of Bancorp Common Stock under the original Option divided by (y) the Exchange Ratio; and (iii) upon each exercise of Options by a holder thereof, the aggregate number of shares of MAF Common Stock deliverable upon such exercise shall be rounded down, if necessary, to the nearest whole share and the aggregate exercise price shall be rounded up, if necessary, to the nearest cent. The adjustments provided herein with respect to any Options which are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. (b) Each limited right related to an Option which is outstanding and unexercised immediately prior to the Effective Time shall be converted along with the assumption and conversion of the Option pursuant to Section 1.3(a) above, and shall otherwise have the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"contemplated hereby); provided, however, that with respect to any person subject to Section 16(a) the benefit payable upon the exercise of the Exchange Act, any such Option Consideration or Unvested Stock Consideration a limited right shall not be payable until the first date payment can be made without liability to paid in cash, and in lieu thereof, such person under Section 16(b) of the Exchange Act, but benefit shall be paid in MAF Common Stock having a fair market value equal to the cash that would otherwise have been payable thereunder. (c) Prior to the Effective Time, the Board of Directors of Bancorp and the committee or committees established under the Plans shall take such actions or make such determinations as soon as practicable thereafter. Upon consummation may be required under such Plans, subject to the approval of MAF, to effect the Offer, all Options shall immediately vest and become exercisableprovisions of this Agreement.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement, the Effective TimeBoard of Directors of the Company (or, each then if appropriate, any committee administering the Stock Option/Purchase Plans (as defined below)) shall adopt such resolutions or take such other actions as are required, if any, to adjust the terms of all outstanding option (including stock purchase rights and unrestricted stock awards) options to purchase or acquire shares of the Company Common Stock ("Stock Options") heretofore granted under any stock option, stock purchase, restricted stock unit or stock appreciation rights plan, program or arrangement of the Company's 1989 Senior Executive , including, without limitation, the Restated 1985 Stock Option Plan, 1989 the Santa Fe 1995 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 and the Santa Fe 1995 Stock Option Plan for Non-Employee Incentive Stock Plan and 1994 Incentive Compensation Plan Directors (collectively, the "Stock Option Option/Purchase Plans"), or otherwise ) as set forth on Schedule 4.1(b)is necessary to provide that each Stock Option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested exercisable, shall be immediately converted as of the Effective Time into the right to purchase from Parent the Option Conversion Number (collectivelyas defined below) of shares of Parent Common Stock (each, the an "OptionsAdjusted Option"). Each Adjusted Option will have substantially the same terms as the Stock Option to which it is related, and each share including the same vesting schedule (other than to the extent accelerated pursuant to the terms of not yet vested restricted stock granted under such Stock Option, Stock Option/Purchase Plans or in accordance with the present terms of any such employment agreements existing on the date hereof, which Stock Option shall remain exercisable following the Effective Time in accordance with the provisions of the Stock Option Plan under which granted), except for its exercise price and the number and kind of shares subject thereto. The exercise price of any Adjusted Option (the "Unvested StockAdjusted Exercise Price") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of the Stock Option related to such Adjusted Option as of the date of this Agreement divided by the Exchange Ratio. The "Option Conversion Number" for any Adjusted Option shall be equal to the extent number of shares purchasable pursuant to the Stock Option related to such difference is a positive number (such amount in cash being hereinafter referred to Adjusted Option as of the "Option Consideration")date of this Agreement multiplied by the Exchange Ratio. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the exercise of any Adjusted Option, and (ii) as no fractional share interest will entitle the owner thereof to the holders vote or to any rights of Unvested Stock identified a stockholder of Parent. Each holder of any Adjusted Option who exercises such Adjusted Option in Schedule 3.5(a), for each accordance with its terms and this Agreement who would otherwise have been entitled to receive a fraction of a share of Unvested StockParent Common Stock (after taking into account all Adjusted Options delivered by such holder on the date such Adjusted Options are exercised) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock multiplied by the product closing price of Parent Common Stock on the Nasdaq National Market System (xas reported by The Wall Street Journal or, if not reported thereby, any other authoritative source) on the number trading date immediately preceding the date such Adjusted Options are exercised. (b) Parent agrees to take such actions as are necessary for the conversion of shares such Stock Options of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject Company pursuant to Section 16(a5.4(a) into Adjusted Options, including the reservation, issuance and listing of Parent Common Stock. (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the Exchange Actconsideration therefor and the federal withholding tax information, any such if any, required in accordance with the related Stock Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisablePlan.

Stock Option Plans. On or before December 31 of each year (abeginning December 31, 1999) Cancellation during the Employment Term (or, with respect to the final year of Options and Unvested Stock. At this Employment Agreement, upon the Effective Timeeffective date of termination of Employee's employment if such effective date is a date other than December 31) (each, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock an "Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option PlansGrant Date"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, Employer through the "Options"), and each share Compensation Committee of not yet vested restricted stock Employer shall cause to be granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as Employee options to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the purchase that number of shares of Unvested Stock and Employer's voting common stock which is at least equal to five percent (y5%) of the per share Merger Consideration aggregate number of shares for which options for Employer's common stock were granted since the last Option Grant Date (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); providedor, however, that with respect to the first Option Grant Date, since January 1, 1999) to Employer's employees and to Employer's non-employee directors under any person subject stock option plans (including incentive stock option plans) of Employer, but excluding, in calculating the aggregate number of shares for which options were granted, any stock options awarded to Section 16(aMark Xxxxxx, Xxvix Xxxxxxx xxx/or Richxxx X. Xxxxx, Xx. xxxsuant to a provision in their respective employment agreements with Employer substantially the same as this Subsection C. The terms (including price and vesting and/or exercise dates) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration options granted to Employee shall not be payable until as determined by the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, Committee but shall be paid as soon as practicable thereaftercomparable to the terms upon which options were generally granted to other employees of Employer during the applicable period, subject to any differences required under applicable tax laws with respect to incentive stock options granted to Employee. Upon consummation In all events, the options granted to Employee shall provide that Employee shall have at least ninety (90) days following termination of the Offer, all Options Employee's employment for any reason other than death and that Employee's personal representative or other legal representative shall immediately vest and become exercisable.have at least one (1) year following Employee's death to

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, the terms of each then outstanding option (including stock purchase rights and unrestricted stock awards) granted by MAI to purchase or acquire shares of Company MAI Common Stock (a "MAI Stock Option") under the Company's 1989 Senior Executive Stock 1994 Amended and Restated Long Term Incentive Plan of MAI (the "MAI Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), whether vested or otherwise unvested, shall be adjusted as set forth necessary to provide that at the Effective Time, each MAI Stock Option outstanding immediately prior to the Effective Time shall be fully vested pursuant to the terms of the MAI Option Plan and shall be deemed to constitute and shall become an option to acquire, on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe same terms and conditions as were applicable under such MAI Stock Option, the same number of shares of DHS Common Stock as the holder of such MAI Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the proviso to Section 1.02(a)(iii)) had such holder exercised ------- such MAI Stock Option in full immediately prior to the Effective Time, at a price per share of DHS Common Stock equal to (i) the aggregate exercise price for the shares of MAI Common Stock otherwise purchasable pursuant to such MAI Stock Option, divided by (ii) the aggregate number of shares of DHS Common Stock deemed purchasable pursuant to such MAI Stock Option (each, as so adjusted, an "Adjusted Option"); provided that, after aggregating all the Shares of a holder -------- subject to MAI Stock Options, any fractional share of DHS Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option, and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) As soon as practicable after the Effective Time, DHS shall deliver to the holders of MAI Stock Options appropriate notices setting forth such holders' rights pursuant to the MAI Option Plan ("Unvested Stock") and the agreements evidencing the grants of such MAI Stock Options and that such MAI Stock Options and agreements shall be canceled assumed by DHS and shall represent continue in effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger). (c) DHS shall take such actions as follows: (i) are reasonably necessary for the assumption of the MAI Option Plan pursuant to this Section 1.04, including the reservation, issuance and listing of DHS Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. DHS shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company DHS Common Stock subject to such Option, including any additional MAI Stock Options issued under the MAI Option Plan (as well as shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (DHS Common Stock which become subject to any applicable withholding taxthe MAI Warrants as provided in Section 1.05) in cash equal and shall use its reasonable efforts to the difference between the per share Merger Consideration and the per share exercise price of have such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid registration statement declared effective as soon as practicable thereafter. Upon consummation following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such MAI Stock Options (and maintain the current status of the Offer, all prospectus or prospectuses contained therein) for so long as such MAI Stock Options shall immediately vest and become exercisableremain outstanding.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock (a "COMPANY STOCK OPTION") under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee 1999 Equity Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option PlansCOMPANY OPTION PLAN"), whether vested or otherwise unvested, shall, without any further action on the part of any holder thereof, be converted into and deemed to constitute an option (the "SUBSTITUTE OPTION") to acquire, on the same terms and conditions as set forth on Schedule 4.1(bwere applicable under such Company Stock Option, the same number of shares of IOS Class A Common Stock under the IOS Stock Plan (as defined in SECTION 4.04) or any similar stock plan of IOS in effect at the Effective Time as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full (assuming such option was fully vested) immediately prior to the Effective Time (rounded downward to the nearest whole number), whether or not then exercisable or vested at a price per share (collectively, rounded upward to the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock"nearest whole cent) shall be canceled and shall represent the right equal to receive the following consideration in settlement thereof as follows: (i) as to all Options, the aggregate exercise price for each share the shares of Company Common Stock purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (ii) the number of full shares of IOS Class A Common Stock deemed purchasable pursuant to such Company Stock Option in accordance with the foregoing. The Merger shall not accelerate or otherwise affect the vesting of (or result in the cancellation of) any Company Stock Option. (b) As soon as practicable after the Effective Time, IOS shall deliver to the participants in the Company Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Company Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this SECTION 2.03 after giving effect to the Merger). (c) IOS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of IOS Class A Common Stock for delivery under the Company Option Plan assumed in accordance with this SECTION 2.03. As soon as practicable after the Effective Time, IOS shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of IOS Class A Common Stock subject to such Option, including any additional shares subject thereto by reason options and shall use its best efforts to maintain the effectiveness of their terms upon consummation such registration statement or registration statements (and maintain the current status of the "change prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of control" resulting from Directors of the MergerCompany shall, such holder shall receive an amount (subject prior to any applicable withholding tax) or as of the Effective Time, take all necessary actions, pursuant to and in cash equal to accordance with the difference between terms of the per share Merger Consideration Company Option Plan and the per share exercise price instruments evidencing the Company Stock Options, to provide for the conversion of such Option the Company Stock Options into options to acquire IOS Class A Common Stock under the extent such difference is a positive number (such amount IOS Stock Plan or any similar stock plan of IOS in cash being hereinafter referred to as effect at the "Option Consideration")Effective Time in accordance with this SECTION 2.03, and (ii) as to that no consent of the holders of Unvested the Company Stock identified Options is required in Schedule 3.5(a)connection with such conversion. (e) The Board of Directors of the Company shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Company Stock Options for each share purposes of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a16(b) of the Securities Exchange ActAct of 1934, any such Option Consideration as amended (the "EXCHANGE ACT"). The Board of Directors of IOS shall, prior to or Unvested as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase IOS Class A Common Stock Consideration shall not be payable until under the first date payment can be made without liability Company Stock Options (as converted pursuant to such person under this SECTION 2.03) for purposes of Section 16(b) of the Exchange Act, but . (f) The Company shall be paid terminate future issuances under the Company Option Plan as soon as practicable thereafter. Upon consummation of or prior to the Offer, all Options shall immediately vest and become exercisableEffective Time.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement, but in no event later than the Effective TimeClosing, each then outstanding option the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans) shall (including stock purchase rights and unrestricted stock awardsby adopting resolutions or taking any other necessary corporate actions) to purchase or acquire shares of ensure that each outstanding Company Common Stock Option heretofore granted under the Company's 1989 Senior Executive any Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectivelyexercisable, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall either be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as cancelled immediately prior to all Optionsthe Effective Time in exchange for an amount in Note(s) and cash, for each share payable at the time of Company such cancellation, equal to the product of (A) the number of shares of Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation Option immediately prior to the Effective Time and (B) the excess of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and over the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option ConsiderationNet Amount"), and ) or (ii) as converted immediately prior to the holders Effective Time into the right solely to receive in Note(s) and cash equal to the Net Amount. The Net Amount to be paid with respect to each outstanding Company Stock Option in connection with the foregoing shall be satisfied first by issuance of Unvested Stock identified a Note in Schedule 3.5(a)the aggregate principal up to that amount, for each share not in excess of Unvested Stockthe Net Amount, cash in an amount equal to the product of (xA) $1.25 and (B) the number of shares of Unvested Common Stock subject to such Option, and (y) second, to the per share Merger Consideration (such amount extent that the Net Amount is not satisfied thereby, in cash being hereinafter referred cash. The Company shall not make, or agree to as the "Unvested Stock Consideration"); providedmake, however, that with respect any payment of any kind to any person subject to Section 16(aholder of a Company Stock Option (except for the payment described above) without the prior written consent of the Exchange ActParent, any such Option Consideration or Unvested Stock Consideration which consent shall not be payable until the first date payment can be made without liability unreasonably withheld or delayed. (b) Subject to such person under Section 16(b7.05(a) hereof, all Company Stock Options and Stock Option Plans shall terminate as of the Exchange ActEffective Time and the provisions in any other Benefit Plan providing for the issuance, but transfer or grant of any Option shall be paid deleted as soon as practicable thereafterof the Effective Time. Upon The Company shall ensure that following the consummation of the OfferMerger no holder of any Company Stock Option or any participant in any Stock Option Plan shall have any right thereunder to acquire any capital stock of the Company, all any Company Subsidiary, Parent or the Surviving Corporation. (c) The Surviving Corporation shall be obligated to pay the Net Amount to holders of any Company Stock Options shall immediately vest and become exercisableconverted in accordance with clause (ii) of Section 7.05(a).

Stock Option Plans. The existing stock options of Company Employees should be handled as follows: (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then Each outstanding option held by CFI employees (including stock purchase rights and unrestricted stock awards"CFI Option") to purchase or acquire shares as of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan Distribution Date shall be adjusted so that the aggregate "spread" (collectivelyi.e., the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, excess of the "Options"), and each fair market value of a share of not yet vested restricted CFI stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration option and the per share exercise price of price) inherent in such Option option after giving effect to the extent such difference Distribution, is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product aggregate "spread" inherent in such option prior to giving effect to the Distribution ("CFI Spread"). (b) Each outstanding option held by Company employees ("CFI-CFC Option") provides generally that following a termination of employment from CFI or any of its affiliates, an optionee will have 90 days to exercise his or her options before they expire. Prior to the Distribution Date, the stock option agreements under the Consolidated Freightways, Inc. Stock Option Plan of 1988 (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested CFI Stock ConsiderationPlan"); provided) that are held by Company employees shall be amended to provide that all options shall become fully vested and exercisable 30 days prior to the Distribution. Accordingly, however, that with respect to any person subject to Section 16(a) effective as of the Exchange ActDistribution Date, any each Company employee who will be considered a terminated employee under the CFI Stock Plan shall have 90 days after such Option Consideration termination of employment (the "90 Day Period") to exercise his or Unvested Stock Consideration her CFI-CFC Options to purchase CFI stock. After the 90 Day Period such options shall expire. (c) For purposes of determining the CFI Spread, the fair market value of a share of CFI stock prior to the Distribution shall be deemed to be equal to the average of the daily closing prices for a share of CFI stock on the NYSE for the five trading days immediately preceding the record date; and the fair market value of a share of CFI stock following the Distribution shall be deemed to be equal to the average of the daily closing prices for a share of CFI stock in "when-issued" trading on the NYSE (or, if there shall not have been "when issued" trading on such exchange, in the over-the-counter market) for the five trading days immediately preceding the Distribution Date. (d) For purposes of determining the value of a share of Company Stock, the fair market value of a share of Company stock shall be payable until deemed to be equal to the first date payment can be made without liability to such person under Section 16(b) average of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation daily closing prices for a share of Company stock on the Offer, all Options shall NYSE for the five trading days immediately vest and become exercisablefollowing the 90 Day Period.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement, the Effective TimeBoard of Directors of the Company (or, each then if appropriate, any committee administering the Stock Option/Purchase Plans (as defined below)) shall adopt such resolutions or take such other actions as are required, if any, to adjust the terms of all outstanding option (including stock purchase rights and unrestricted stock awards) options to purchase or acquire shares of the Company Common Stock ("STOCK OPTIONS") heretofore granted under any stock option, stock purchase, restricted stock unit or stock appreciation rights plan, program or arrangement of the Company's 1989 Senior Executive , including, without limitation, the Restated 1985 Stock Option Plan, 1989 the Santa Fe 1995 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 and the Santa Fe 1995 Stock Option Plan for Non-Employee Incentive Stock Plan and 1994 Incentive Compensation Plan Directors (collectively, the "STOCK OPTION/PURCHASE PLANS") as is necessary to provide that each Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b)outstanding immediately prior to the Effective Time, whether or not then exercisable or vested exercisable, shall be immediately converted as of the Effective Time into the right to purchase from Parent the Option Conversion Number (collectivelyas defined below) of shares of Parent Common Stock (each, the an "OptionsADJUSTED OPTION"). Each Adjusted Option will have substantially the same terms as the Stock Option to which it is related, and each share including the same vesting schedule (other than to the extent accelerated pursuant to the terms of not yet vested restricted stock granted under such Stock Option, Stock Option/Purchase Plans or in accordance with the present terms of any such employment agreements existing on the date hereof, which Stock Option shall remain exercisable following the Effective Time in accordance with the provisions of the Stock Option Plan under which granted), except for its exercise price and the number and kind of shares subject thereto. The exercise price of any Adjusted Option (the "Unvested StockADJUSTED EXERCISE PRICE") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of the Stock Option related to such Adjusted Option as of the date of this Agreement divided by the Exchange Ratio. The "OPTION CONVERSION NUMBER" for any Adjusted Option shall be equal to the extent number of shares purchasable pursuant to the Stock Option related to such difference is a positive number (such amount in cash being hereinafter referred to Adjusted Option as of the "Option Consideration")date of this Agreement multiplied by the Exchange Ratio. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the exercise of any Adjusted Option, and (ii) as no fractional share interest will entitle the owner thereof to the holders vote or to any rights of Unvested Stock identified a stockholder of Parent. Each holder of any Adjusted Option who exercises such Adjusted Option in Schedule 3.5(a), for each accordance with its terms and this Agreement who would otherwise have been entitled to receive a fraction of a share of Unvested StockParent Common Stock (after taking into account all Adjusted Options delivered by such holder on the date such Adjusted Options are exercised) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock multiplied by the product closing price of Parent Common Stock on the Nasdaq National Market System (xas reported by THE WALL STREET JOURNAL or, if not reported thereby, any other authoritative source) on the number trading date immediately preceding the date such Adjusted Options are exercised. (b) Parent agrees to take such actions as are necessary for the conversion of shares such Stock Options of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject Company pursuant to Section 16(a5.4(a) into Adjusted Options, including the reservation, issuance and listing of Parent Common Stock. (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the Exchange Actconsideration therefor and the federal withholding tax information, any such if any, required in accordance with the related Stock Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisablePlan.

Stock Option Plans. (a) Cancellation In connection and simultaneously with the Offer, the Company shall use its reasonable best efforts to ensure that each holder of Options and Unvested Stock. At the Effective Time, each then outstanding option options (including stock purchase rights and unrestricted stock awardswhether vested or unvested) to purchase or acquire shares of Company Common Stock (the "Company Options") granted under the Company's 1989 Senior Executive Stock Option PlanPlan adopted in 1993, 1989 the Company's 1994 Non-Employee Incentive Stock Plan, Executive Incentive Directors' Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation the Company's Amended and Restated 1997 Stock Option/Stock Issuance Plan (collectively, the "Company Stock Option Plans")) shall execute an agreement to exchange immediately prior to the consummation of the Offer such holder's Company Options to the Company for an amount in cash determined by multiplying (A) the excess, or otherwise as set forth on Schedule 4.1(b)if any, whether or not then exercisable or vested (collectively, of the "Options"), and each Offer Price over the applicable exercise price per share of not yet vested restricted stock granted under any such Stock the Company Option Plan ("Unvested Stock"regardless of the exercise price) shall be canceled and shall represent by (B) the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share number of shares of Company Common Stock subject to the Company Options (whether vested or unvested) held by such Optionholder (such amount, including any additional shares subject thereto by reason the "Option Consideration"). Upon the expiration date of their terms upon the Offer, each holder of Company Options immediately prior to the consummation of the "change Offer, who has exchanged such Company Options in accordance with this Section 2.6 shall become entitled to the Option Consideration, and all rights of control" resulting such holder associated with the Company Options shall be terminated and canceled. The obligation of the Company to accept and pay for the Company Options so exchanged shall be subject to the satisfaction, or waiver by Sub, of the conditions set forth in Annex I. On or prior to the expiration date of the Offer, the Purchaser shall, or shall cause Sub to, lend to the Company on commercially reasonable terms an amount equal to the aggregate amount of the Option Consideration. The Company shall be entitled to deduct and withhold from the MergerOption Consideration otherwise payable to any holder of Company Options such amount that the Company is required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax Law. The Company shall promptly pay or cause to be paid any amounts withheld pursuant to this Section 2.6 for applicable foreign, federal, state and local taxes to the appropriate Governmental Entity on behalf of such holders of Company Options. (b) As of the Effective Time, either (i) each Company Option not so exchanged immediately prior to the consummation of the Offer shall be canceled, and in consideration for such cancellation the holder thereof shall become entitled to receive an amount in cash (subject to any applicable withholding taxSection 2.8(f)) in cash equal to the difference between Option Consideration, or (ii) the Company shall use its reasonable best efforts to ensure that each holder of a Company Option shall execute an agreement which provides that such Company Option shall be canceled, and in consideration for such cancellation the holder thereof shall become entitled to receive an amount in cash (subject to Section 2.8(f)) equal to the product of (i) the number of shares subject to the Company Options, whether vested or unvested, held by such holder and (ii) the excess of the Merger Consideration per share Merger Consideration and over the per share exercise price of each such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisableCompany Option.

Stock Option Plans. (ai) Cancellation of Options and Unvested Stock. At the Effective Time, each then outstanding Parent shall assume (y) all stock option plans of the Company (including stock purchase rights the “Company Stock Option Plans”) and unrestricted stock awards(x)(i) all options to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Company Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan Plans that are outstanding immediately prior to the Effective Time and 1994 Incentive Compensation Plan (collectively, that have an exercise price per share that is not less than the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b)Per Share Merger Consideration and not more than $1.96, whether or not then exercisable and whether or vested (collectivelynot vested, the "Options"), and each share of not yet vested restricted stock except options granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal prior to the difference between the per share Merger Consideration and the per share exercise price date of such Option this Agreement to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration")A. Xxxxx Xxxxxx or Xxxxxxxx X. Xxxxxxxxx, and (ii) as all options to acquire Company Common Stock granted pursuant to Section 5.01(a) hereof (the “Assumed Company Stock Options”). The Company’s repurchase right with respect to any unvested shares acquired by the exercise of options granted under a Company Stock Option Plan (the “Company Stock Options”) shall be assigned to Parent without any further action on the part of the Company or the holders of Unvested such unvested shares. Each Assumed Company Stock identified in Schedule 3.5(aOption will continue to have, and be subject to, the same terms and conditions of such option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (A) each Assumed Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for each that number of whole shares of Parent’s common stock, par value $0.01 per share of Unvested Stock(“Parent Common Shares”), cash in an amount rounded down to the nearest whole share, equal to the product of (x) the number of shares of Unvested Company Common Stock and subject to such Assumed Company Stock Option multiplied by (y) the Option Exchange Ratio; and (B) the per share Merger Consideration exercise price for the Parent Common Shares issuable upon exercise of such Assumed Company Stock Option will be equal to (x) the exercise price per share of such amount Assumed Company Stock Option in cash effect immediately prior to the Effective Time divided by (y) the Option Exchange Ratio (the exercise price per share, as so determined, being hereinafter referred rounded upward to as the "Unvested nearest full cent). At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Stock Consideration"Option Plans to give effect to the foregoing provisions of this Section 2.04(a); provided, however, that with respect to any person subject to Section 16(a) . It is the intention of the Exchange Act, any such parties that each Assumed Company Stock Option Consideration or Unvested Stock Consideration shall not be payable until qualify following the first date payment can be made without liability to such person under Section 16(b) Effective Time as an incentive stock option as defined in section 422 of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation Code (“ISO”) to the extent permitted under section 422 of the Offer, all Options shall immediately vest Code and become exercisableto the extent such option qualified as an incentive stock option prior to the Effective Time.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, Xxxxxxx shall, if necessary, have amended (and Shire and the Surviving Corporation shall have approved and adopted, respectively) each then outstanding option of the Xxxxxxx Option Plans to provide that each of the Options shall be assumed by Shire (including stock or the Surviving Corporation) and made applicable to the purchase rights and unrestricted stock awardsof Ordinary Shares as provided in this Section 6.1. Shire shall assume or replace such Options (or fraction thereof) to purchase or acquire shares so that each holder of Company Common Stock under the Company's 1989 Senior Executive Stock an Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the an "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested StockOptionee") shall be canceled and shall represent the right have such Optionee's Option apply to receive the following consideration in settlement thereof as follows: that number of Ordinary Shares (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal adjusted to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (iinearest whole share) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (xi) the number of shares all Options of Unvested Stock such Optionee immediately prior to the Effective Time and (yii) the Exchange Ratio. The exercise price per share Merger Consideration for each Optionee's Options (such amount in cash being hereinafter referred adjusted to as the "Unvested nearest xxxxx) assumed or replaced will equal the old exercise price per share of Common Stock Consideration")divided by the Exchange Ratio; provided, however, that in the case of any Option to which Section 421 of the Code continues to apply by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the duration and other terms of each assumed or replaced Option immediately after the Effective Time (unless otherwise agreed in writing by the Optionee with respect to any person subject a particular Option) shall be the same as the corresponding Options that were in effect immediately before the Effective Time, except that all references to Section 16(aXxxxxxx in the Xxxxxxx Option Plans (and the corresponding references in each option agreement documenting each such Option) of shall be deemed to be references to Shire or the Exchange ActSurviving Corporation, any such Option Consideration or Unvested Stock Consideration as applicable; provided, however, that the exercise price with respect to each Ordinary Share shall not be payable until less than the first date payment can be made without liability nominal value of (pound)0.05 thereof. Xxxxxxx will terminate its Employee Stock Purchase Plan prior to such person under Section 16(bthe closing and extinguish all rights thereunder. (b) of the Exchange Act, but shall be paid as As soon as practicable thereafterafter the Effective Time, Shire shall deliver to each Optionee appropriate notices setting forth such Optionee's rights pursuant to the Shire Option Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions. (c) Shire shall take all corporate action necessary to reserve for issuance a sufficient number of Ordinary shares for delivery upon exercise of Options. Upon consummation As soon as practicable after the Effective Time, Shire shall file a registration statement on Form X-0, Xxxx X-0, or another appropriate form, as the case may be (or any successor form), with respect to the Ordinary Shares subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the Offer, all Options shall immediately vest and become exercisableprospectus or prospectuses contained therein) for so long as such options remain outstanding.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement, the Effective TimeBoard of Directors of Biomatrix (or, each then if appropriate, any committee administering the Biomatrix Stock Option Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding option (including employee or director or consultant stock purchase rights and unrestricted stock awards) options to purchase or acquire shares of Company Biomatrix Common Stock granted under the CompanyBiomatrix's 1989 Senior Executive 1994 Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Plan or Biomatrix's Nonemployee Director Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option PlansBIOMATRIX STOCK OPTION PLANS"), or otherwise with such options referred to as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "OptionsBIOMATRIX STOCK OPTIONS"), to provide that, at the Effective Time of the Merger, each Biomatrix Stock Option outstanding immediately prior to the Effective Time of the Merger shall be assumed by Genzyme; each Biomatrix Option so assumed by Genzyme under this Agreement will continue to have, and each share of not yet vested restricted stock granted under any such be subject to, the same terms and conditions set forth in the applicable Biomatrix Stock Option Plan and option agreements issued thereunder immediately prior to the Effective Time ("Unvested Stock"including, without limitation, any repurchase rights, but taking into account as if in effect prior to the Effective Time any modification of Biomatrix Options required of or permitted to Biomatrix pursuant to this Agreement), except that (x) shall each Biomatrix Option will be canceled and shall represent the right to receive the following consideration exercisable (or will become exercisable in settlement thereof as follows: (iaccordance with its terms) as to all Options, for each share that number of Company shares of GBS Division Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested associated GBS Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount Purchase Rights equal to the product of (x) the number of shares of Unvested Biomatrix Common Stock that were issuable upon exercise of such Biomatrix Option immediately prior to the Effective Time multiplied by the Conversion Number, rounded down to the nearest whole number of shares of GBS Division Common Stock, and (y) the per share Merger Consideration exercise price for the shares of GBS Division Common Stock issuable upon exercise of such assumed Biomatrix Option will be equal to the quotient determined by dividing the exercise price per share of Biomatrix Common Stock at which such Biomatrix Option was exercisable immediately prior to the Effective Time by the Conversion Number, rounded up to the nearest whole cent, PROVIDED, HOWEVER, that in the case of any option to which Section 422 of the Code applies (such amount in cash being hereinafter referred to as the "Unvested Stock ConsiderationSTATUTORY STOCK OPTIONS"); provided, howeverBiomatrix shall use reasonable efforts to cause the option price, that the number of shares purchasable to such option and the terms and conditions of exercise of such option to be determined in order to comply with respect to any person subject to Section 16(a424(a) of the Exchange ActCode; and (ii) except as provided herein or as otherwise agreed to by Biomatrix and Genzyme, the Biomatrix Stock Option Plans and any such Option Consideration other plan, program or Unvested Stock Consideration shall not be payable until arrangement providing for the first date payment can be made without liability to such person under Section 16(b) issuance or grant of any other interest in respect of the Exchange Act, but capital stock of Biomatrix or any subsidiary shall be paid terminate as soon as practicable thereafter. Upon consummation of the OfferEffective Time of the Merger, all and Biomatrix shall ensure that following the Effective Time of the Merger no holder of a Biomatrix Stock Option nor any participant in any Biomatrix Stock Option Plan shall have any right thereunder to acquire equity securities of Biomatrix or the Surviving Corporation; and (iii) adjust the terms of the Biomatrix Stock Options shall immediately vest and become exercisableto provide for accelerated vesting under certain circumstances as provided in Section 2.5 of the Biomatrix Disclosure Schedule. (b) Genzyme agrees to assume Biomatrix Stock Options as provided in paragraph (a) above. After the Effective Time, Genzyme will issue to each holder of an outstanding Biomatrix Option a notice describing the foregoing assumption of such Biomatrix Options by Genzyme.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, Xxxxxxx shall, ------------------ if necessary, have amended (and Shire and the Surviving Corporation shall have approved and adopted, respectively) each then outstanding option of the Xxxxxxx Option Plans to provide that each of the Options shall be assumed by Shire (including stock or the Surviving Corporation) and made applicable to the purchase rights and unrestricted stock awardsof Ordinary Shares as provided in this Section 6.1. Shire shall assume or replace such Options (or fraction thereof) to purchase or acquire shares so that each holder of Company Common Stock under the Company's 1989 Senior Executive Stock an Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the an "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested StockOptionee") shall be canceled and shall represent the right have such -------- Optionee's Option apply to receive the following consideration in settlement thereof as follows: that number of Ordinary Shares (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal adjusted to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (iinearest whole share) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (xi) the number of shares all Options of Unvested Stock such Optionee immediately prior to the Effective Time and (yii) the Exchange Ratio. The exercise price per share Merger Consideration for each Optionee's Options (such amount in cash being hereinafter referred adjusted to as the "Unvested nearest xxxxx) assumed or replaced will equal the old exercise price per share of Common Stock Consideration")divided by the Exchange Ratio; provided, however, that in -------- ------- the case of any Option to which Section 421 of the Code continues to apply by reason of its qualification under Section 422 of the Code ("incentive stock --------------- options"), the option price, the number of shares purchasable pursuant to such ------- option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the duration and other terms of each assumed or replaced Option immediately after the Effective Time (unless otherwise agreed in writing by the Optionee with respect to any person subject a particular Option) shall be the same as the corresponding Options that were in effect immediately before the Effective Time, except that all references to Section 16(aXxxxxxx in the Xxxxxxx Option Plans (and the corresponding references in each option agreement documenting each such Option) of shall be deemed to be references to Shire or the Exchange ActSurviving Corporation, any such Option Consideration or Unvested Stock Consideration as applicable; provided, however, that the exercise price with respect to each Ordinary Share -------- ------- shall not be payable until less than the first date payment can be made without liability nominal value of (Pounds)0.05 thereof. Xxxxxxx will terminate its Employee Stock Purchase Plan prior to such person under Section 16(bthe closing and extinguish all rights thereunder. (b) of the Exchange Act, but shall be paid as As soon as practicable thereafterafter the Effective Time, Shire shall deliver to each Optionee appropriate notices setting forth such Optionee's rights pursuant to the Shire Option Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions. (c) Shire shall take all corporate action necessary to reserve for issuance a sufficient number of Ordinary shares for delivery upon exercise of Options. Upon consummation As soon as practicable after the Effective Time, Shire shall file a registration statement on Form X-0, Xxxx X-0, or another appropriate form, as the case may be (or any successor form), with respect to the Ordinary Shares subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the Offer, all Options shall immediately vest and become exercisableprospectus or prospectuses contained therein) for so long as such options remain outstanding.

Stock Option Plans. (a) Cancellation Effective on the merger of Options TRIPLE-I into NEWCO, NEWCO shall assume, adopt and Unvested Stockcontinue the Information International, Inc. 1976 Employees' Incentive Stock Option Plan (the "1976 Incentive Plan") and the Information International, Inc. Directors' Stock Option Plan (the "Directors' Plan") on the same terms and conditions as provided under the provisions of those plans as currently in effect and in accordance with Section 10(iii) of the 1976 Incentive Plan and Section 10(iii) of the Directors' Plan, and all options currently outstanding under those plans shall remain outstanding for the balance of their original full option periods. At The Board of Directors of NEWCO shall permit existing option holders under the Effective Time1976 Incentive Plan and the Directors' Plan to exercise their outstanding options pursuant to and in accordance with the terms of those plans, as in effect prior to the Closing Date, but recognizing the acceleration of the vesting of options provided for therein, as a consequence of the TRIPLE-I/NEWCO Merger, shall further provide that upon exercise, each then outstanding option holder shall be entitled to receive one share of NEWCO stock for each share of TRIPLE-I stock provided for in such holders' options pursuant to the 1976 Incentive Plan or the Directors' Plan. Existing option holders shall be notified of such provisions. (including stock purchase rights b) At or prior to the Closing, NEWCO shall adopt and unrestricted stock awardsVOLT as sole shareholder of NEWCO shall approve (i) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive NEWCO 1995 Employees' Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans1995 Incentive Plan"), or otherwise effective on the Closing Date, which shall qualify as set forth on Schedule 4.1(b), whether or not then exercisable or vested an "incentive stock option plan" within the meaning of Section 422 of the Internal Revenue Code (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option ConsiderationCode"), and (ii) as to the holders of Unvested NEWCO 1995 Directors' Stock identified in Schedule 3.5(aOption Plan, (the "1995 Directors' Plan"), for each share effective on the Closing Date, which 1995 Directors' Plan shall not qualify as an "incentive stock option plan" within the meaning of Unvested Stock, cash in an amount equal to Section 422 of the product of (x) Code. Such plans shall limit the number of shares to be issued upon the exercise of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred options granted thereunder to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) an aggregate of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) 150,000 shares of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.NEWCO Common Stock,

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, the terms of each then outstanding option (including stock purchase rights and unrestricted stock awards) granted by DHS to purchase or acquire shares of Company DHS Common Stock (a "DHS STOCK OPTION") under the Company's 1989 Senior Executive 1992 Stock Option PlanPlan of DHS, 1989 Employee Incentive the 1995 Nonqualified Stock PlanOption Plan of DHS, Executive the 1995 Incentive Stock Option PlanPlan of DHS, 1994 Employee Incentive and the 1997 Nonqualified Stock Option Plan and 1994 Incentive Compensation Plan of DHS (collectively, the "Stock Option PlansDHS OPTION PLANS"), whether vested or otherwise unvested, shall be adjusted as set forth necessary to provide that at the Effective Time, each DHS Stock Option outstanding immediately prior to the Effective Time shall be fully vested pursuant to the terms of the DHS Option Plans and shall be deemed to constitute and shall become an option to acquire, on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe same terms and conditions as were applicable under such DHS Stock Option, the same number of shares of MAI Common Stock as the holder of such DHS Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the proviso to Section 1.02(a)(iii)) had such holder exercised such DHS Stock Option in full immediately prior to the Effective Time, at a price per share of MAI Common Stock (subject to any express price adjustments contained in the subject DHS Stock Option) equal to (i) the aggregate exercise price for the shares of DHS Common Stock otherwise purchasable pursuant to such DHS Stock Option, divided by (ii) the aggregate number of shares of MAI Common Stock deemed purchasable pursuant to such DHS Stock Option (each, as so adjusted, an "ADJUSTED OPTION"); provided that, after aggregating all the shares of a holder subject to DHS Stock Options, any fractional share of MAI Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("QUALIFIED STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option, and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) As soon as practicable after the Effective Time, MAI shall deliver to the holders of DHS Stock Options appropriate notices setting forth such holders' rights pursuant to the DHS Option Plan ("Unvested Stock") and the agreements evidencing the grants of such DHS Stock Options and that such DHS Stock Options and agreements shall be canceled assumed by MAI and shall represent continue in effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger). (c) MAI shall take such actions as follows: (i) are reasonably necessary for the assumption of the DHS Option Plans pursuant to this Section 1.04, including the reservation, issuance and listing of MAI Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. MAI shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company MAI Common Stock subject to such Option, including any additional DHS Stock Options issued under the DHS Option Plans (as well as shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (MAI Common Stock which become subject to any applicable withholding taxthe DHS Warrants as provided in Section 1.05) in cash equal and shall use its reasonable efforts to the difference between the per share Merger Consideration and the per share exercise price of have such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid registration statement declared effective as soon as practicable thereafter. Upon consummation following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such DHS Stock Options (and maintain the current status of the Offer, all prospectus or prospectuses contained therein) for so long as such DHS Stock Options shall immediately vest and become exercisableremain outstanding.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At Each stock option granted by the Effective Time, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock was granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their in accordance with the terms upon consummation of the "change applicable stock option plan of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), Company and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in with an amount exercise price at least equal to the product fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. (xoo) No Disagreements with Accountants and Lawyers. Other than with Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx and Xxxxxxxx Xxxxxxxx & Schole LLP with respect to the number aggregate amount of shares fees owed by the Company, there are no material disagreements of Unvested Stock any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as accountants and lawyers presently employed by the "Unvested Stock Consideration"); provided, however, that Company and the Company is current with respect to any person fees owed to its accountants and lawyers other than payables listed in Schedule 3(s) which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such financial statements or any part thereof. (pp) No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 0000 Xxx) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to Section 16(a) any of the Exchange Act“Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability Issuer Covered Person is subject to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.a Disqualification 24

Stock Option Plans. (a) Cancellation The Board of Options and Unvested Stock. At Directors of the Company will take all action that is necessary, including providing any notice, so that at the Effective Time, each then option to acquire a share of Company Common Stock (other than those held by Robexx X. Xxxxx, Xx. xx Buyer pursuant to clause (iii) below) outstanding option (including stock purchase rights under the Company's 1985 Stock Option Plan, the 1990 Stock Option Plan, 1995 Stock Option and unrestricted stock awards) Incentive Award Plan, 1995 Stock Option Plan for Outside Directors, 1998 Stock Option Plan for Outside Directors and options to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan that were issued outside of any plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested StockCOMPANY OPTION PLANS") shall be canceled cancelled and shall represent the right each holder of an option will be entitled to receive the following consideration an amount in settlement thereof as follows: (i) as to all Optionscash, for without interest, in respect of each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation option (the "OPTION AMOUNT") equal to the excess of the "change Merger Price over the purchase price therefor pursuant to the Company Option Plans and the related stock option agreements executed pursuant thereto. All the options to purchase shares of control" resulting from Company Common Stock that are held by Robexx X. Xxxxx, Xx. xxxl, at his option, (i) be amended and restated immediately prior to the MergerEffective Time and become options to purchase shares of the Surviving Corporation Common Stock with such adjustments to the number of shares purchasable upon the exercise of those options and the exercise price as the Buyer and Robexx X. Xxxxx, Xx. xxx agree, (ii) be exercised immediately prior to the Effective Time, but only to the extent that any shares of Company Common Stock received are contributed to Buyer under the Buyer Subscription Agreements, or (iii) contributed or assigned to Buyer in exchange for shares of Buyer Common Stock. If Robexx X. Xxxxx, Xx. xxxuests, the Board of Directors of the Company will take such action that is necessary to permit him to exercise his options by delivering to Robexx X. Xxxxx, Xx. xxx number of shares of Company Common Stock equal to (y) the amount of the excess of (A) the Merger Price multiplied by the aggregate number of shares purchasable upon the exercise of all his options over (B) the aggregate purchase price of those shares multiplied by the number of shares purchasable at the purchase price divided by (z) the Merger Price. Upon the delivery of those shares of Company Common Stock to Robexx X. Xxxxx, Xx., xxs options shall be deemed exercised under clause (ii) above and canceled. Each grant of a right to receive a share of Company Common Stock outstanding under the Company Option Plans (other than those held by Robexx X. Xxxxx, Xx.) xxall be cancelled and each holder of such a right shall receive an amount in cash, without interest, in respect of each share of Company Common Stock subject to such right (the "STOCK GRANT AMOUNT") equal to the Merger Price. Robexx X. Xxxxx, Xx. xxxl receive shares of Company Common Stock in respect of any such right immediately prior to the Effective Time for contribution thereof to Buyer as contemplated pursuant to the Buyer Subscription Agreements (as defined in SECTION 4.07). On the Closing Date, the Buyer, and to the extent funds are not available from the Buyer, the Company, shall deposit in a bank account not within the Company's control an amount of cash equal to the sum of the Option Amount for each option, plus the Stock Grant Amount for each right, then outstanding under the Company Option Plans (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as together with instructions that such cash be promptly distributed following the Effective Time to the holders of Unvested such options or Company Common Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that accordance with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisablethis Section.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement but in no event later than the Effective Timeconsummation of the Offer, each then outstanding option Company (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares or, if appropriate, the Board of Directors of Company Common or any committee administering the Stock under Option Plans (as defined below)) shall take actions (which, in the case of the Company's 1989 Senior Executive 1995 Stock Option PlanPlan for Non-Employee Directors, 1989 Employee Incentive shall be to make reasonable efforts to obtain the consent of the option holders thereunder to permit actions) such that (including by adopting resolutions or taking any other actions) each outstanding option to purchase Shares (a "Company Stock PlanOption") heretofore granted under any stock option, Executive Incentive Stock Option Planstock appreciation rights or stock purchase plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan program or arrangement of Company (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b)) that is outstanding immediately prior to the consummation of the Offer, whether or not then exercisable or vested (collectivelyexercisable, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent immediately prior to the right to receive the following consideration Effective Time in settlement thereof as follows: (i) as to all Options, exchange for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to cash, payable at the difference between the per share Merger Consideration and the per share exercise price time of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration")cancellation, and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (xi) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option. Company (or, if appropriate, the Board of Directors of Company or any committee administering the Stock Option Plans) shall take actions such that immediately prior to the Effective Time the outstanding Company Stock Options are canceled as set forth above. Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option (except for the payment described above) without the consent of Parent. (b) Subject to Section 7.5(a), all Stock Option Plans shall terminate as of the Effective Time and the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of Company or any interest in respect of any capital stock of Company shall be deleted as of the Effective Time. Company shall use its reasonable best efforts to ensure that following the Effective Time, no holder of a Company Stock Option or any participant in any Stock Option Plan shall have any right thereunder to acquire any capital stock of Company, Parent or the Surviving Corporation. (c) The Company shall take all actions necessary to provide for the cancellation of all outstanding grants of Company Common Stock that are subject to a vesting requirement (the "Company Restricted Stock") immediately prior to the Effective Time in exchange for a per share cash payment equal to the Merger Consideration; provided that the Company shall have the right to waive any such vesting requirement and accelerate the vesting of any shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisableCompany Restricted Stock.

Stock Option Plans. The existing stock options on CFI common stock shall be handled as follows: (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then Each outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested StockCFI Option") as of the Distribution Date shall be canceled adjusted with respect to both the number of shares subject to such option and shall represent the right to receive the following consideration in settlement thereof as follows: exercise price per share so that (i) as the ratio of exercise price to all Optionsstock price remains constant and (ii) the aggregate "spread" (i.e., for each the excess of the fair market value of a share of Company Common Stock CFI common stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration option and the per share exercise price of price) inherent in such Option option after giving effect to the extent such difference Distribution, is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product aggregate "spread" inherent in such option prior to giving effect to the Distribution ("CFI Spread"). (b) Each outstanding option held by Company Employees ("CFI-CFC Option") provides generally that following a termination of employment from CFI or any of its affiliates, an optionee will have 90 days to exercise his or her options before they expire. Prior to the Distribution Date, the stock option agreements under the Consolidated Freightways, Inc. Stock Option Plan of 1988 (xthe "CFI Stock Plan") that are held by Company Employees shall be amended to provide that all options shall become fully vested and exercisable 30 days prior to the Distribution. Accordingly, effective as of the Distribution Date, each Company Employee who will be considered a terminated employee under the CFI Stock Plan shall have 90 days after such termination of employment (the "90 Day Period") to exercise his or her CFI-CFC Options to purchase CFI stock. After the 90 Day Period such options shall expire. (c) For purposes of determining the CFI Spread: (1) the number fair market value of shares a share of Unvested Stock CFI common stock prior to the Distribution (the "CFI Pre- Distribution Value") shall be deemed to be equal to the average of the daily closing prices for a share of CFI common stock on the NYSE for the five trading days immediately preceding (and (yincluding) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.Distribution Date;

Stock Option Plans. (a) Cancellation Designs, Inc. is not offering, as part of Options and Unvested Stock. At the Effective Timeoffer, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares any of Company Common Stock the options outstanding under the stock option plans, and tenders of such options will not be accepted. All option exercises must be effected through Designs, Inc. A holder of options who wishes to participate in the offer must exercise such option(s) in accordance with the terms of the stock option plans or stock option agreements, and then tender such shares pursuant to the offer. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason. Holders of options may not use the Letter of Transmittal to direct the tender of shares issuable upon exercise of options. Questions with respect to tendering shares issuable upon exercise of options should be directed to Xxxxxx Xxxxxxxxx, Secretary of Designs, Inc. In no event are any options to be delivered to the Depositary in connection with a tender of shares hereunder. In order for shares issuable upon exercise of options to be timely tendered prior to the Expiration Date, holders of options must exercise such options no later than 5:00 p.m., Eastern time, on December 12, 2000, unless extended. Tendering Stockholder's Representation and Warranty; Company's 1989 Senior Executive Stock Option PlanAcceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act for a person acting alone or in concert with others, 1989 Employee Incentive Stock Plandirectly or indirectly, Executive Incentive Stock Option Planto tender shares for such person's own account unless at the time of tender and at the Expiration Date such person has a "net long position" equal to or greater than the amount tendered in (1) the shares and will deliver or cause to be delivered such shares for the purpose of tender to Designs, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan Inc. within the period specified in the offer or (collectively2) other securities immediately convertible into, the "Stock Option Plans"), exercisable for or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan exchangeable into shares ("Unvested StockEquivalent Securities") shall be canceled and shall represent and, upon the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price acceptance of such Option tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the offer and will deliver or cause to be delivered such difference is shares so acquired for the purpose of tender to Designs, Inc. within the period specified in the offer. Rule 14e-4 also provides a positive number similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering stockholder's representation and warranty to Designs, Inc. that (1) such amount stockholder has a "net long position" in cash shares or Equivalent Securities being hereinafter referred to as tendered within the "Option Consideration"), meaning of Rule 14e-4 and (ii2) as such tender of shares complies with Rule 14e-4. Designs, Inc.'s acceptance for payment of shares tendered pursuant to the holders of Unvested Stock identified in Schedule 3.5(a)offer will constitute a binding agreement between the tendering stockholder and Designs, for each share of Unvested Stock, cash in an amount equal Inc. upon the terms and subject to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) conditions of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisableoffer.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective TimeThe Company shall ensure that, each then outstanding option (including stock purchase rights and unrestricted stock awards) pursuant to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock 2000 Director Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 2000 Equity Incentive Compensation Plan (collectivelytogether, the "Company 2000 Stock Option Plans"), all outstanding options to acquire Company Common Stock (the "Company 2000 Options") granted under the Company 2000 Stock Option Plans shall either (i) be exercised in full immediately prior to the consummation of the Merger or otherwise (ii) be exchanged for cash for the cancellation of the Company 2000 Options as set forth in Section 1.6(c). (b) The Company shall ensure that, pursuant to the Amended and Restated 2001 Stock Option Plan (the "2001 Option Plan") and the outstanding options to acquire Company Common Stock issued thereunder (the "Company 2001 Options") (i) the Company 2001 Options set forth on Schedule 4.1(bExhibit A hereto held by each option holder shall be canceled and exchanged for cash immediately prior to the consummation of the Merger as provided in Section 1.6(c), whether or not then exercisable or vested and (collectivelyii) the remaining Company 2001 Options held by each option holder shall be retained by such option holder, provided that, the Company shall take any actions necessary to make appropriate adjustments in the retained Company 2001 Options as provided in Section 12 of the 2001 Option Plan. (c) Each holder of Company 2000 Options and Company 2001 Options which are canceled in exchange for cash pursuant to Section 1.6(a) or 1.6(b) shall receive, upon the consummation of the Merger, in exchange for the cancellation of such holder's Company 2000 Options or Company 2001 Options (the "Canceled Options"), and each an amount in cash determined by multiplying (A) the excess, if any, of the Merger Consideration over the applicable exercise price per share of not yet vested restricted stock granted under any such Stock the Canceled Option Plan by ("Unvested Stock"B) shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share number of shares of Company Common Stock then subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount Canceled Option (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Company 2000 Option Consideration or Unvested Stock Consideration Company 2001 Option shall not thereafter be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisablecanceled.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement, but in no event later than the Effective TimeClosing, each then outstanding option the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans) shall (including stock purchase rights and unrestricted stock awardsby adopting resolutions or taking any other necessary corporate actions) to purchase or acquire shares of ensure that each outstanding Company Common Stock Option heretofore granted under the Company's 1989 Senior Executive any Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectivelyexercisable, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall either be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as cancelled immediately prior to all Optionsthe Effective Time in exchange for an amount in cash, for each share payable at the time of Company such cancellation, equal to the product of (A) the number of shares of Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation Option immediately prior to the Effective Time and (B) the excess of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and over the per share exercise price of such Option to (the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and “Net Amount”) or (ii) as converted immediately prior to the holders of Unvested Stock identified Effective Time into the right solely to receive in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred Net Amount. The Net Amount to as the "Unvested Stock Consideration"); provided, however, that be paid with respect to any person subject each outstanding Company Stock Option in connection with the foregoing shall be satisfied in cash. The Company shall not make, or agree to Section 16(a) of the Exchange Actmake, any such payment of any kind to any holder of a Company Stock Option Consideration or Unvested Stock Consideration (except for the payment described above) without the prior written consent of Parent, which consent shall not be payable until the first date payment can be made without liability unreasonably withheld or delayed. (b) Subject to such person under Section 16(b7.05(a) hereof, all Company Stock Options and Stock Option Plans shall terminate as of the Exchange ActEffective Time and the provisions in any other Benefit Plan providing for the issuance, but transfer or grant of any Option shall be paid deleted as soon as practicable thereafterof the Effective Time. Upon The Company shall ensure that following the consummation of the OfferMerger no holder of any Company Stock Option or any participant in any Stock Option Plan shall have any right thereunder to acquire any capital stock of the Company, all any Company Subsidiary, Parent or the Surviving Corporation. (c) The Surviving Corporation shall be obligated to pay the Net Amount to holders of any Company Stock Options shall immediately vest and become exercisableconverted in accordance with clause (ii) of Section 7.05(a).

Stock Option Plans. (ai) Cancellation Subject to paragraph (ii) below, as of Options and Unvested Stock. At the Effective Time, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock Shares (the "Company Options") granted under the Company's 1989 Senior Executive Stock any agreement or Company Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"as defined in Section 3.02(a), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectivelyexercisable, shall be cancelled by the Company and in consideration of such cancellation, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") holder thereof shall be canceled and shall represent the right entitled to receive from the following consideration Company at the Effective Time an amount in settlement respect thereof as follows: equal to the product of (iA) as to all Optionsthe excess, for each if any, of the Merger Price per share over the per share exercise price thereof and (B) the number of Company Common Stock subject to such Option, including any additional shares Shares subject thereto by reason (the "Option Amount") (such payment to be net of their terms upon consummation applicable withholding taxes). Notwithstanding the foregoing, if the Merger Price includes an Arrow Contingent Distribution Right (as such term is defined in Annex I attached hereto), that portion of the "change Option Amount shall be distributed to the holders of control" resulting from the Mergercancelled options after the Effective Time at approximately the same time as that portion of the Merger Price is distributed to shareholders. Prior to the Effective Time, such holder the Company shall receive deposit in a bank account not within the Company's control an amount of cash equal to the Option Amount (provided, however, if the Merger Price includes an Arrow Contingent Distribution Right, that portion of the Option Amount shall not be deposited in a bank account prior to the Effective Time) for each Company Option then outstanding (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as together with instructions that such cash be promptly distributed following the Effective Time to the holders of Unvested Stock identified such Company Options in Schedule 3.5(aaccordance with this Section 2.01(e) (including instructions directing that such distributions be made via wire transfers of immediately available funds to holders of Company Options immediately after the Effective Time on the Closing Date to those holders of Company Options who provide the third party payer with all necessary information to effect such wire transfers). (ii) After the date of this Agreement and prior to the Closing Date, the Company shall use its reasonable best efforts and otherwise take all actions reasonably necessary to implement the cancellation and cash-out of the Company Options as provided for in this Section 2.01(e), for each share including seeking the consent of Unvested Stock, cash in an amount equal option holders to the product cancellation of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisableoptions.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then outstanding Company Stock Option, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be deemed to constitute an option to acquire, on substantially the same terms and conditions as were applicable under such Company Stock Option, the number, rounded down to the nearest whole integer, of full shares of Parent Common Stock the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in full, including as to unvested shares, immediately prior to the Effective Time, at a price per share equal to (including stock purchase rights and unrestricted stock awardsy) to purchase or acquire the exercise price per share for the shares of Company Common Stock under the Company's 1989 Senior Executive otherwise purchasable pursuant to such Company Stock Option Plandivided by (z) the Exchange Ratio, 1989 Employee Incentive Stock Planwith such exercise price per share rounded up to the nearest whole cent. (b) As soon as practicable after the Effective Time, Executive Incentive Parent shall deliver to each holder of a Company Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, a document evidencing the "foregoing assumption of such Company Stock Option Plans"by Parent. (c) As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, another appropriate form with respect to the "Options"), and each share shares of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Parent Common Stock subject to such Option, including any additional shares subject thereto by reason Company Stock Options and shall use its reasonable efforts to maintain the effectiveness of their terms upon consummation such registration statement (and maintain the current status of the "change of control" resulting from prospectus or prospectuses contained therein) for so long as such Company Stock Options remain outstanding. With respect to those individuals who subsequent to the Merger, such holder shall receive an amount (Merger will be subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to reporting requirements under Section 16(a) of the Exchange Act, any such where applicable, Parent shall administer the Company Stock Option Consideration or Unvested Stock Consideration shall not be payable until Plans assumed pursuant to this Section 5.4 in a manner that complies with Rule 16b-3 promulgated by the first date payment can be made without liability to such person SEC under Section 16(b) of the Exchange Act, but . (d) The Company agrees that it shall terminate the Company Purchase Plan by having its Board of Directors amend the Company Purchase Plan as necessary (i) to provide that the shares of the Company Common Stock to be purchased under the Company Purchase Plan shall be paid purchased under the Company Purchase Plan on a new "EXERCISE DATE" (as soon such term is defined in the Company Purchase Plan) set by the Board of Directors, which Exercise Date 54 59 shall be on the last trading day immediately prior to the Effective Time, or such earlier time as practicable thereafter. Upon consummation the Board shall specify, (ii) to provide that any such shares purchased under the Company Purchase Plan shall be automatically converted on the same basis as all other shares of the OfferCompany Common Stock (other than shares canceled pursuant to Section 2.1(b)), all Options except that such shares shall be converted automatically into shares of Parent Common Stock without issuance of certificates representing issued and outstanding shares of the Company Common Stock to Company Purchase Plan participants, and (iii) to provide that immediately vest and become exercisablefollowing such purchase of shares of the Company Common Stock, the Company Purchase Plan shall terminate.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock1. At or before the Effective Time, Elcotel and TSG shall take such action as may be required to effect the following: the terms of each outstanding option granted by TSG to purchase shares of TSG Common Stock (a "TSG Stock Option") under the TSG 1994 Omnibus Stock Plan (the "Omnibus Plan"), the TSG 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan") and the TSG 1995 Non-Employee Director Stock Option Plan (the "Director Plan," together with the Omnibus Plan and the Stock Purchase Plan, collectively, the "TSG Option Plans"), whether vested or unvested, shall be adjusted as necessary to provide that at the Effective Time, each then TSG Stock Option outstanding immediately prior to the Effective Time shall be deemed to constitute and shall become an option (including stock purchase rights to acquire, on the same terms and unrestricted stock awards) to purchase or acquire conditions as were applicable under such TSG Stock Option, the same number of shares of Company Elcotel Common Stock under as the Company's 1989 Senior Executive holder of such TSG Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive would have been entitled to receive pursuant to the Merger had such holder exercised such TSG Stock Option Planin full immediately prior to the Effective Time, 1994 Employee Incentive at a price per share of Elcotel Common Stock Plan and 1994 Incentive Compensation Plan equal to (collectively, i) the "aggregate exercise price for the shares of TSG Common Stock otherwise purchasable pursuant to such TSG Stock Option Plansdivided by (ii) the aggregate number of shares of Elcotel Common Stock deemed purchasable pursuant to such TSG Stock Option (each, as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to TSG Stock Options) any fractional share of Elcotel Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe option price, the "Options"), number of shares purchasable pursuant to such option and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such Stock Option Plan ("Unvested Stock") option shall be canceled determined in order to comply with Section 424 of the Code; 2. As soon as practicable after the Effective Time, Elcotel shall deliver to the holders of TSG Stock Options appropriate notices setting forth such holders' rights pursuant to the respective TSG Option Plans and the agreements evidencing the grants of such TSG Stock Options and that such TSG Stock Options and agreements shall be assumed by Elcotel and shall represent continue in effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger); and 3. Elcotel shall take such actions as follows: (i) are reasonably necessary for the assumption of the TSG Option Plans pursuant to this Section 1.04, including the reservation, issuance and listing of Elcotel Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. Elcotel shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company Elcotel Common Stock subject to TSG Stock Options issued under such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, TSG Option Plans and shall use its reasonable efforts to have such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid registration statement declared effective as soon as practicable thereafter. Upon consummation following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such TSG Stock Options (and maintain the current status of the Offer, all prospectus or prospectuses contained therein) for so long as such TSG Stock Options shall immediately vest and become exercisableremain outstanding.

Stock Option Plans. (a) Cancellation At or before the Effective Time, Elcotel and TSG shall take such action as may be required to effect the following: the terms of Options each outstanding option granted by TSG to purchase shares of TSG Common Stock (a "TSG Stock Option") under the TSG 1994 Omnibus Stock Plan (the "Omnibus Plan"), the TSG 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan") and Unvested Stock. At the TSG 1995 Non-Employee Director Stock Option Plan (the "Director Plan," together with the Omnibus Plan and the Stock Purchase Plan, collectively, the "TSG Option Plans"), whether vested or unvested, shall be adjusted as necessary to provide that at the Effective Time, each then TSG Stock Option outstanding immediately prior to the Effective Time shall be deemed to constitute and shall become an option (including stock purchase rights to acquire, on the same terms and unrestricted stock awards) to purchase or acquire conditions as were applicable under such TSG Stock Option, the same number of shares of Company Elcotel Common Stock under as the Company's 1989 Senior Executive holder of such TSG Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive would have been entitled to receive pursuant to the Merger had such holder exercised such TSG Stock Option Planin full immediately prior to the Effective Time, 1994 Employee Incentive at a price per share of Elcotel Common Stock Plan and 1994 Incentive Compensation Plan equal to (collectively, i) the "aggregate exercise price for the shares of TSG Common Stock otherwise purchasable pursuant to such TSG Stock Option Plansdivided by (ii) the aggregate number of shares of Elcotel Common Stock deemed purchasable pursuant to such TSG Stock Option (each, as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to TSG Stock Options) any fractional share of Elcotel Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe option price, the "Options"), number of shares purchasable pursuant to such option and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such Stock Option Plan ("Unvested Stock") option shall be canceled determined in order to comply with Section 424 of the Code; (b) As soon as practicable after the Effective Time, Elcotel shall deliver to the holders of TSG Stock Options appropriate notices setting forth such holders' rights pursuant to the respective TSG Option Plans and the agreements evidencing the grants of such TSG Stock Options and that such TSG Stock Options and agreements shall be assumed by Elcotel and shall represent continue in effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger); and (c) Elcotel shall take such actions as follows: (i) are reasonably necessary for the assumption of the TSG Option Plans pursuant to this Section 1.04, including the reservation, issuance and listing of Elcotel Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. Elcotel shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company Elcotel Common Stock subject to TSG Stock Options issued under such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, TSG Option Plans and shall use its reasonable efforts to have such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid registration statement declared effective as soon as practicable thereafter. Upon consummation following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such TSG Stock Options (and maintain the current status of the Offer, all prospectus or prospectuses contained therein) for so long as such TSG Stock Options shall immediately vest and become exercisableremain outstanding.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, the terms of each then outstanding option (including stock purchase rights and unrestricted stock awards) granted by DHS to purchase or acquire shares of Company DHS Common Stock (a "DHS STOCK OPTION") under the Company's 1989 Senior Executive 1992 Stock Option PlanPlan of DHS, 1989 Employee Incentive the 1995 Nonqualified Stock PlanOption Plan of DHS, Executive the 1995 Incentive Stock Option PlanPlan of DHS, 1994 Employee Incentive and the 1997 Nonqualified Stock Option Plan and 1994 Incentive Compensation Plan of DHS (collectively, the "Stock Option PlansDHS OPTION PLANS"), whether vested or otherwise unvested, shall be adjusted as set forth necessary to provide that at the Effective Time, each DHS Stock Option outstanding immediately prior to the Effective Time shall be fully vested pursuant to the terms of the DHS Option Plans and shall be deemed to constitute and shall become an option to acquire, on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe same terms and conditions as were applicable under such DHS Stock Option, the same number of shares of MAI Common Stock as the holder of such DHS Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the proviso to Section 1.02(a)(iii)) had such holder exercised such DHS Stock Option in full immediately prior to the Effective Time, at a price per share of MAI Common Stock (subject to any express price adjustments contained in the subject DHS Stock Option) equal to (i) the aggregate exercise price for the shares of DHS Common Stock otherwise purchasable pursuant to such DHS Stock Option, divided by (ii) the aggregate number of shares of MAI Common Stock deemed purchasable pursuant to such DHS Stock Option (each, as so adjusted, an "ADJUSTED OPTION"); provided that, after aggregating all the shares of a holder subject to DHS Stock Options, any fractional share of MAI Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("QUALIFIED STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option, and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) As soon as practicable after the Effective Time, MAI shall deliver to the holders of DHS Stock Options appropriate notices setting forth such holders' rights pursuant to the DHS Option Plan ("Unvested Stock") and the agreements evidencing the grants of such DHS Stock Options and that such DHS Stock Options and agreements shall be canceled assumed by MAI and shall represent continue in effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger). (c) MAI shall take such actions as follows: (i) are reasonably necessary for the assumption of the DHS Option Plans pursuant to this Section 1.04, including the reservation, issuance and listing of MAI Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. MAI shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company MAI Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested DHS Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.

Stock Option Plans. (ai) Cancellation of Options and Unvested Stock. At the Effective Time, each then outstanding Parent shall assume (y) all stock option plans of the Company (including stock purchase rights the "Company Stock Option Plans") and unrestricted stock awards(x)(i) all options to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Company Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan Plans that are outstanding immediately prior to the Effective Time and 1994 Incentive Compensation Plan (collectively, that have an exercise price per share that is not less than the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b)Per Share Merger Consideration and not more than $1.96, whether or not then exercisable and whether or vested (collectivelynot vested, the "Options"), and each share of not yet vested restricted stock except options granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal prior to the difference between the per share Merger Consideration and the per share exercise price date of such Option this Agreement to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration")A. Xxxxx Xxxxxx or Xxxxxxxx X. Xxxxxxxxx, and (ii) as all options to acquire Company Common Stock granted pursuant to Section 5.01(a) hereof (the "Assumed Company Stock Options"). The Company's repurchase right with respect to any unvested shares acquired by the exercise of options granted under a Company Stock Option Plan (the "Company Stock Options") shall be assigned to Parent without any further action on the part of the Company or the holders of Unvested such unvested shares. Each Assumed Company Stock identified in Schedule 3.5(aOption will continue to have, and be subject to, the same terms and conditions of such option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (A) each Assumed Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for each that number of whole shares of Parent's common stock, par value $0.01 per share of Unvested Stock("Parent Common Shares"), cash in an amount rounded down to the nearest whole share, equal to the product of (x) the number of shares of Unvested Company Common Stock and subject to such Assumed Company Stock Option multiplied by (y) the Option Exchange Ratio; and (B) the per share Merger Consideration exercise price for the Parent Common Shares issuable upon exercise of such Assumed Company Stock Option will be equal to (x) the exercise price per share of such amount Assumed Company Stock Option in cash effect immediately prior to the Effective Time divided by (y) the Option Exchange Ratio (the exercise price per share, as so determined, being hereinafter referred rounded upward to as the "Unvested nearest full cent). At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Stock Consideration"Option Plans to give effect to the foregoing provisions of this Section 2.04(a); provided, however, that with respect to any person subject to Section 16(a) . It is the intention of the Exchange Act, any such parties that each Assumed Company Stock Option Consideration or Unvested Stock Consideration shall not be payable until qualify following the first date payment can be made without liability to such person under Section 16(b) Effective Time as an incentive stock option as defined in section 422 of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation Code ("ISO") to the extent permitted under section 422 of the Offer, all Options shall immediately vest Code and become exercisableto the extent such option qualified as an incentive stock option prior to the Effective Time.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, the terms of each then outstanding option (including stock purchase rights and unrestricted stock awards) granted by DHS to purchase or acquire shares of Company DHS Common Stock (a "DHS Stock Option") under the Company's 1989 Senior Executive 1992 Stock Option PlanPlan of DHS, 1989 Employee Incentive the 1995 Nonqualified Stock PlanOption Plan of DHS, Executive the 1995 Incentive Stock Option PlanPlan of DHS, 1994 Employee Incentive and the 1997 Nonqualified Stock Option Plan and 1994 Incentive Compensation Plan of DHS (collectively, the "Stock DHS Option Plans"), whether vested or otherwise unvested, shall be adjusted as set forth necessary to provide that at the Effective Time, each DHS Stock Option outstanding immediately prior to the Effective Time shall be fully vested pursuant to the terms of the DHS Option Plans and shall be deemed to constitute and shall become an option to acquire, on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe same terms and conditions as were applicable under such DHS Stock Option, the same number of shares of MAI Common Stock as the holder of such DHS Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the proviso to Section ------- 1.02(a)(iii)) had such holder exercised such DHS Stock Option in full immediately prior to the Effective Time, at a price per share of MAI Common Stock (subject to any express price adjustments contained in the subject DHS Stock Option) equal to (i) the aggregate exercise price for the shares of DHS Common Stock otherwise purchasable pursuant to such DHS Stock Option, divided by (ii) the aggregate number of shares of MAI Common Stock deemed purchasable pursuant to such DHS Stock Option (each, as so adjusted, an "Adjusted Option"); provided that, after aggregating all the shares of a holder subject to DHS Stock -------- Options, any fractional share of MAI Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option, and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) As soon as practicable after the Effective Time, MAI shall deliver to the holders of DHS Stock Options appropriate notices setting forth such holders' rights pursuant to the DHS Option Plan ("Unvested Stock") and the agreements evidencing the grants of such DHS Stock Options and that such DHS Stock Options and agreements shall be canceled assumed by MAI and shall represent continue in EXHIBIT 1 effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger). (c) MAI shall take such actions as follows: (i) are reasonably necessary for the assumption of the DHS Option Plans pursuant to this Section 1.04, including the reservation, issuance and listing of MAI Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. MAI shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company MAI Common Stock subject to such Option, including any additional DHS Stock Options issued under the DHS Option Plans (as well as shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (MAI Common Stock which become subject to any applicable withholding taxthe DHS Warrants as provided in Section 1.05) in cash equal and shall use its reasonable efforts to the difference between the per share Merger Consideration and the per share exercise price of have such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid registration statement declared effective as soon as practicable thereafter. Upon consummation following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such DHS Stock Options (and maintain the current status of the Offer, all prospectus or prospectuses contained therein) for so long as such DHS Stock Options shall immediately vest and become exercisableremain outstanding.

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, (including by adopting resolutions or taking any other actions) each then outstanding option to purchase Shares (including a "Company Stock Option") heretofore granted under any stock option, stock appreciation rights or stock purchase rights and unrestricted stock awards) to purchase plan, program or acquire shares arrangement of the Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b)) that is outstanding immediately prior to the consummation of the Offer, whether or not then exercisable or vested (collectivelyexercisable, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled immediately prior to the Effective Time in exchange for an amount in cash, payable at the time of such cancelation, equal to the product of (y) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time and (z) the excess of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option. The Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans) shall represent take actions such that immediately prior to the right Effective Time the Company Stock Options set forth on Schedule 7.05(a) to receive the following consideration Company Disclosure Schedule are canceled as set forth above. The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option (except for the payment described above) without the consent of Parent. (b) Notwithstanding Section 7.05(a), in settlement thereof as follows: the case of the Company's Savings-Related Share Option Scheme (the "Scheme") under the Company's Employee Stock Option/Purchase Plan, the provisions of Section 7.05(a) shall not apply and, in lieu thereof, (i) the Board of Directors of the Company shall take action under Section 12.3(b) of the Company's Employee Stock Option/Purchase Plan to provide that, in the case of outstanding options under the Scheme, participants shall, upon any exercise of an option in accordance with the Scheme (or at any earlier time as may be permitted) and the payment of the applicable exercise price, be entitled to all Options, receive only a cash payment for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation reserved for purposes of the "change of control" resulting from the Merger, Scheme to which such holder shall receive an amount (subject to any applicable withholding tax) in cash participant would otherwise be entitled upon such exercise equal to the difference between price per Share to be paid in the per share Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), Offer and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon following the date of this Agreement but in no event later than the consummation of the Offer, the Company shall use its best efforts to obtain the approval of each participant holding an option under the Scheme to the surrender and cancellation thereof in consideration of a cash payment to be made by the Company in such amount or in accordance with such formula as shall have been reviewed and consented to by Parent prior to the seeking of any such approval by the Company. In addition, and only to the extent permitted by applicable law, the 46 40 Company shall take action to cease employee contributions to the Scheme no later than the consummation of the Offer. The Company and the Parent agree to take such other actions as shall reasonably be required to accomplish the surrender and cancellation of the options under the Scheme as contemplated by the foregoing. (c) Subject to Section 7.05(a) and Section 7.05(b), all Options Stock Option Plans shall immediately vest terminate as of the Effective Time and become exercisablethe provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time. The Company shall ensure that following the consummation of the Offer no holder of a Company Stock Option or any participant in any Stock Option Plan shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation, and the Company shall use its reasonable best efforts to ensure that following the Effective Time, no holder of a Company Stock Option set forth on Schedule 7.05(a) to the Company Disclosure Schedule or any participant in any Stock Option Plan shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation.

Stock Option Plans. (a) Cancellation As soon as practicable following the date of Options and Unvested Stock. At this Agreement but in no event later than the Effective Timeconsummation of the Offer, each then outstanding option Company (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares or, if appropriate, the Board of Directors of Company Common or any committee administering the Stock under Option Plans (as defined below)) shall take actions (which, in the case of the Company's 1989 Senior Executive 1995 Stock Option PlanPlan for Non-Employee Directors, 1989 Employee Incentive shall be to make reasonable efforts to obtain the consent of the option holders thereunder to permit actions) such that (including by adopting resolutions or taking any other actions) each outstanding option to purchase Shares (a "Company Stock PlanOption") heretofore granted under any stock option, Executive Incentive Stock Option Planstock appreciation rights or stock purchase plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan program or arrangement of Company (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b)) that is outstanding immediately prior to the consummation of the Offer, whether or not then exercisable or vested (collectivelyexercisable, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent immediately prior to the right to receive the following consideration Effective Time in settlement thereof as follows: (i) as to all Options, exchange for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to cash, payable at the difference between the per share Merger Consideration and the per share exercise price time of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration")cancellation, and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (xi) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of the price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option. Company (or, if appropriate, the Board of Directors of Company or any committee administering the Stock Option Plans) shall take actions such that immediately prior to the Effective Time the outstanding Company Stock Options are canceled as set forth above. Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option (except for the payment described above) without the consent of Parent. (b) Subject to Section 7.5(a), all Stock Option Plans shall terminate as of the Effective Time and the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of Company or any interest in respect of any capital stock of Company shall be deleted as of the Effective Time. Company shall use its reasonable best efforts to ensure that following the Effective Time, no holder of a Company Stock Option or any participant in any Stock Option Plan shall have any right thereunder to acquire any capital stock of Company, Parent or the Surviving Corporation. (c) The Company shall take all actions necessary to provide for the cancellation of all outstanding grants of Company Common Stock that are subject to a vesting requirement (the "Company Restricted Stock") immediately prior to the Effective Time in exchange for a per share cash payment equal to the Merger Consideration; PROVIDED that the Company shall have the right to waive any such vesting requirement and accelerate the vesting of any shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisableCompany Restricted Stock.

Stock Option Plans. The existing stock options on CFI common stock shall be handled as follows: (a) Cancellation of Options and Unvested Stock. At the Effective Time, each then Each outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company Common Stock under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested StockCFI Option") as of the Distribution Date shall be canceled adjusted with respect to both the number of shares subject to such option and shall represent the right to receive the following consideration in settlement thereof as follows: exercise price per share so that (i) as the ratio of exercise price to all Optionsstock price remains constant and (ii) the aggregate "spread" (i.e., for each the excess of the fair market value of a share of Company Common Stock CFI common stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the difference between the per share Merger Consideration option and the per share exercise price of price) inherent in such Option option after giving effect to the extent such difference Distribution, is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product aggregate "spread" inherent in such option prior to giving effect to the Distribution ("CFI Spread"). (b) Each outstanding option held by Company Employees ("CFI-CFC Option") provides generally that following a termination of employment from CFI or any of its affiliates, an optionee will have 90 days to exercise his or her options before they expire. Prior to the Distribution Date, the stock option agreements under the Consolidated Freightways, Inc. Stock Option Plan of 1988 (xthe "CFI Stock Plan") that are held by Company Employees shall be amended to provide that all options shall become fully vested and exercisable 30 days prior to the Distribution. Accordingly, effective as of the Distribution Date, each Company Employee who will be considered a terminated employee under the CFI Stock Plan shall have 90 days after such termination of employment (the "90 Day Period") to exercise his or her CFI-CFC Options to purchase CFI stock. After the 90 Day Period such options shall expire. (c) For purposes of determining the CFI Spread: (1) the number fair market value of shares a share of Unvested Stock CFI common stock prior to the Distribution (the "CFI Pre- Distribution Value") shall be deemed to be equal to the average of the daily closing prices for a share of CFI common stock on the NYSE for the five trading days immediately preceding (and (yincludingbut excluding) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.Distribution Date;

Stock Option Plans. (a) Cancellation of Options and Unvested Stock. At the Effective Time, the terms of each then outstanding option (including stock purchase rights and unrestricted stock awards) granted by MAI to purchase or acquire shares of Company MAI Common Stock (a "MAI STOCK OPTION") under the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee 1994 Amended and Restated Long Term Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan of MAI (collectively, the "Stock Option PlansMAI OPTION PLAN"), whether vested or otherwise unvested, shall be adjusted as set forth necessary to provide that at the Effective Time, each MAI Stock Option outstanding immediately prior to the Effective Time shall be fully vested pursuant to the terms of the MAI Option Plan and shall be deemed to constitute and shall become an option to acquire, on Schedule 4.1(b), whether or not then exercisable or vested (collectivelythe same terms and conditions as were applicable under such MAI Stock Option, the same number of shares of DHS Common Stock as the holder of such MAI Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the proviso to Section 1.02(a)(iii)) had such holder exercised such MAI Stock Option in full immediately prior to the Effective Time, at a price per share of DHS Common Stock equal to (i) the aggregate exercise price for the shares of MAI Common Stock otherwise purchasable pursuant to such MAI Stock Option, divided by (ii) the aggregate number of shares of DHS Common Stock deemed purchasable pursuant to such MAI Stock Option (each, as so adjusted, an "ADJUSTED OPTION"); provided that, after aggregating all the Shares of a holder subject to MAI Stock Options, any fractional share of DHS Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("QUALIFIED STOCK options"), the option price, the number of shares purchasable pursuant to such option, and each share the terms and conditions of not yet vested restricted stock granted under any exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) As soon as practicable after the Effective Time, DHS shall deliver to the holders of MAI Stock Options appropriate notices setting forth such holders' rights pursuant to the MAI Option Plan ("Unvested Stock") and the agreements evidencing the grants of such MAI Stock Options and that such MAI Stock Options and agreements shall be canceled assumed by DHS and shall represent continue in effect on the right same terms and conditions (subject to receive the following consideration in settlement thereof adjustments required by this Section 1.04 after giving effect to the Merger). (c) DHS shall take such actions as follows: (i) are reasonably necessary for the assumption of the MAI Option Plan pursuant to this Section 1.04, including the reservation, issuance and listing of DHS Common Stock as is necessary to all Options, for each share effectuate the transactions contemplated by this Section 1.04. DHS shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Company DHS Common Stock subject to such Option, including any additional MAI Stock Options issued under the MAI Option Plan (as well as shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (DHS Common Stock which become subject to any applicable withholding taxthe MAI Warrants as provided in Section 1.05) in cash equal and shall use its reasonable efforts to the difference between the per share Merger Consideration and the per share exercise price of have such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid registration statement declared effective as soon as practicable thereafter. Upon consummation following the Effective Time and to maintain the effectiveness of the Offer, all Options shall immediately vest and become exercisable.such registration

Stock Option Plans. (a) Cancellation The Board of Options Directors of each of USR and Unvested Stock. At URI shall take all such actions as may be necessary such that, subject to the provisions of Section 16 of the Exchange Act, as of the Effective Time, Time each then option to purchase shares of USR Common Stock pursuant to the USR Stock Plan (a "USR Stock Option") which is outstanding as of the Effective Time shall be assumed by URI and converted into an option (including stock purchase rights and unrestricted stock awardsor a new substitute option shall be granted) to purchase or acquire the number of shares of Company URI Common Stock under (rounded up to the Company's 1989 Senior Executive Stock Option Plan, 1989 Employee Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, nearest whole share) equal to the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share number of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested Stock") shall be canceled and shall represent the right to receive the following consideration in settlement thereof as follows: (i) as to all Options, for each share shares of Company USR Common Stock subject to such Optionoption multiplied by the Exchange Ratio, including any additional shares subject thereto by reason at an exercise price per share of their terms upon consummation of URI Common Stock (rounded down to the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding taxnearest xxxxx) in cash equal to the difference between the former exercise price per share Merger Consideration and the per share exercise price of USR Common Stock under such Option option immediately prior to the extent such difference is a positive number (such amount in cash being hereinafter referred to as Effective Time divided by the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share Merger Consideration (such amount in cash being hereinafter referred to as the "Unvested Stock Consideration")Exchange Ratio; provided, however, that in the case of any USR Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with respect to any person subject to Section 16(a424(a) of the Exchange ActCode. Except as provided above and in Section 5.10(b) below, any such the substituted URI Stock Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the converted USR Stock Option immediately prior to the Effective Time. As soon as practicable thereafterafter the Effective Time, URI shall deliver to the holders of USR Stock Options appropriate notices setting forth such holders' rights with respect thereto. Upon consummation URI shall reserve a sufficient number of shares of URI Common Stock for issuance upon exercise of converted USR Stock Options following the Merger. (b) URI shall use its best efforts to file or cause to be filed (i) during each of URI's fiscal quarters ending March 31, 1999 and March 31, 0000 xxx or more registration statements on Form S-8 or Form S-3 (or other appropriate forms) under the Securities Act (an "Option Plan Registration Statement") in order to register for each holder thereof such number of Option Shares (as defined below) as equals the Registration Amount (as defined below) for such period and (ii) during URI's fiscal quarter ending March 31, 2001 one or more such registration statements in order to register the balance of the OfferOption Shares. Except as set forth above, all Options URI shall immediately vest and become exercisablehave no obligation to register under the Securities Act or any state securities laws any shares of URI Common Stock issuable upon exercise of converted USR Stock Options.

Stock Option Plans. (a) Cancellation of Options HBC and Unvested Stock. At Univision will take all such actions as may be necessary so that, at the Effective Time, in accordance with the terms of the HBC Long Term Incentive Plan, each then outstanding option (including stock purchase rights and unrestricted stock awards) to purchase or acquire shares of Company HBC Class A Common Stock under the Companypursuant to HBC's 1989 Senior Executive Stock Option Plan, 1989 Employee Long-Term Incentive Stock Plan, Executive Incentive Stock Option Plan, 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), or otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and each share of not yet vested restricted stock granted under any such Stock Option Plan ("Unvested StockHBC Stock Option") shall which is outstanding as of the Effective Time will be canceled assumed by Univision and shall represent converted into an option to purchase the right number of shares of Univision Class A Common Stock (rounded up to receive the following consideration in settlement thereof as follows: (inearest whole share) as equal to all Options, for each share the number of Company shares of HBC Class A Common Stock subject to such Optionoption multiplied by .85, including at an exercise price per share of Univision Class A Common Stock (rounded down to the nearest xxxxx) equal to the former exercise price per share of HBC Class A Common Stock under such option immediately before the Effective Time divided by .85; provided that in the case of any additional shares subject thereto HBC Stock Option to which Section 421 of the Code applies by reason of their terms upon consummation its qualification under Section 422 of the "change Code, the conversion formula will be adjusted, if necessary, to comply with Section 424(a) of control" resulting from the MergerCode. (b) In addition, Univision may elect to offer each holder of an HBC Stock Option the right, but not the obligation, to surrender such holder shall receive an amount (options for a substitute Univision Stock Option issued under the terms of the Univision Stock Plan. The substituted Univision Stock Option will be subject to any the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable withholding tax) in cash equal to the difference between converted HBC Stock Option immediately before the per share Merger Consideration and Effective Time; provided that the per share exercise price vesting schedule in respect of any Univision Stock Option issued in substitution for any unvested or partially unvested HBC Stock Option will provide that such Univision Stock Option shall vest in four equal annual increments beginning on the first anniversary of the date of grant of such Option HBC Stock Option. To the extent necessary, Univision will prepare and submit to the extent NYSE a listing application covering the shares of Univision Class A Common Stock issuable pursuant to such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration")substituted Univision Stock Options, and will use reasonable efforts to promptly obtain approval for the listing of such Univision Class A Common Stock, subject to official notice of issuance. (iic) As soon as practicable after the Effective Time, Univision will deliver to the holders of Unvested HBC Stock identified in Schedule 3.5(a), for each share of Unvested Stock, cash in an amount equal to the product of (x) the Options appropriate notices setting forth such holders' rights with respect thereto. Univision will reserve a sufficient number of shares of Unvested Univision Class A Common Stock for issuance upon exercise of converted and substituted HBC Stock Options following the Merger. Univision will file (yor cause to be filed) at the per share Effective Time and will use its best efforts to have declared effective a registration statement on Form S-8 under the Securities Act within 10 business days after the Merger Consideration (such amount in cash being hereinafter referred registering the shares underlying the substituted Univision Stock Options or any assumed HBC Stock Options. Univision agrees that after the Closing, HBC employees will be eligible to as receive Univision Stock Options that, if and when granted, will take into account the "Unvested Stock Consideration"); provided, however, that with respect to any person subject to Section 16(a) recipient's time of the Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest service and become exercisableposition at HBC.