Common use of Stock Options and Employee Benefits Clause in Contracts

Stock Options and Employee Benefits. (a) At the Effective Time, the Company’s Stock Option Plans and each outstanding Company Stock Option under the Company’s Stock Option Plan, whether or not exercisable, will be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such the Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which the Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parent will issue to each holder of an outstanding Company Stock Option a notice describing the foregoing assumption of such Company Stock Option by Parent. (b) Parent has reserved sufficient shares of Parent Common Stock for issuance under Section 1.5(d) hereof.

Stock Options and Employee Benefits. (a) At the Effective Time, the Company’s Integrated's Stock Option Plans and each outstanding Company Parent Stock Option under the Company’s Parent's Stock Option Plan, whether or not exercisable, will be assumed by the Parent. Each Company Parent Stock Option so assumed by the Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Parent Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Company Parent Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Parent Common Stock that were issuable upon exercise of such the Company Parent Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Parent Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Company Parent Common Stock at which the Company Parent Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, the Parent will issue to each holder of an outstanding Company Parent Stock Option a notice describing the foregoing assumption of such Company Parent Stock Option by the Parent. (b) . The Parent has reserved sufficient shares of Parent Common Stock for issuance under Section 1.5(d) hereofthis Agreement.

Stock Options and Employee Benefits. (a) At the Effective Time, the Company’s 's 2000 and 2001 Stock Option Plans and each outstanding Company Stock Option under the Company’s 's 2000 and 2001 Stock Option Plan, whether or not exercisable, will be assumed by the Parent. Each Company Stock Option so assumed by the Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such the Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which the Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, the Parent will issue to each holder of an outstanding Company Stock Option a notice describing the foregoing assumption of such Company Stock Option by the Parent. (b) The Parent has reserved sufficient shares of Parent Common Stock for issuance under Section 1.5(d) hereof.

Stock Options and Employee Benefits. (a) At the Effective Time, the Company’s Integrated's Stock Option Plans and each outstanding Company Integrated Stock Option under the Company’s Integrated's Stock Option Plan, whether or not exercisable, will be assumed by the Parent. Each Company Integrated Stock Option so assumed by the Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Integrated Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Company Integrated Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Integrated Common Stock that were issuable upon exercise of such the Company Integrated Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Integrated Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Company Integrated Common Stock at which the Company Integrated Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, the Parent will issue to each holder of an outstanding Company Integrated Stock Option a notice describing the foregoing assumption of such Company Integrated Stock Option by the Parent. (b) . The Parent has reserved sufficient shares of Parent Common Stock for issuance under Section 1.5(d) hereofthis Agreement.

Stock Options and Employee Benefits. (a) At the Effective Time, the Company’s Stock Option Plans and each outstanding Company Stock Option under the Company’s Company Stock Option Plan, whether or not exercisablevested, will shall by virtue of the Merger be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Option Plan of such options immediately prior to the Effective Time (including, without limitation, any repurchase rightsrights or vesting provisions), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such the Company Stock Option immediately prior to the Effective Time multiplied by the product of (A) (X) the Total Cash Consideration plus (Y) $30,000,000 divided by (B) the Average Trading Price (the "Option Exchange Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock, Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which the such Company Stock Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parent will issue to each holder of an outstanding Company Stock Option a notice describing the foregoing assumption of such Company Stock Option by Parent. (b) Parent has reserved sufficient shares of Parent Common Stock for issuance under Section 1.5(d) hereof.