Common use of Stock Options and Employee Benefits Clause in Contracts

Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option"), whether or not exercisable, whether or not vested, shall by virtue of the Merger be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the Code. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any repurchase rights 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 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 Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time.

Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option")) under the Company Option Plans, whether as vested or not exercisable, whether or not vestedunvested, shall by virtue of the Merger be assumed by Parent in such manner that (1) Parent (i) is a corporation "issuing or assuming a stock option in a transaction to which Section 424(a) appliedapplies" within the meaning of Section 424 of the Code, or (ii2) Parent, to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be such a transaction within corporation were Section 424 of the CodeCode applicable to such Company options. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisionsprovisions and provisions regarding acceleration of vesting upon certain transactions other than those contemplated by this Agreement), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) terms for that number of whole shares of Parent Common Stock equal to the product (rounded to the nearest whole number of shares of Parent Common Stock subject to subsection (c) below) of the number of shares of Company Common Stock that were issuable upon exercise of such 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 (rounded to the nearest whole cent subject to subsection (c) below) determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time.

Stock Options and Employee Benefits. (a) At the Effective Time, each then outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option"), whether or not exercisable, whether or not vested, shall by virtue exercisable at the Effective Time and regardless of the Merger respective exercise prices thereof, will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeParent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of set forth in the applicable Company Stock Option Plan (and any applicable stock option agreement for such options Company Option) immediately prior to the Effective Time (including, without limitation, any repurchase rights 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 Company Stock Option immediately prior to the Effective Time multiplied by 0.425 (the Exchange Ratio"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 Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up down to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Each assumed Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify be vested immediately following the Effective Time as an incentive stock option as defined in Section 422 to the same percentage of the Code to the extent permitted under Section 422 total number of shares subject thereto as it was vested as of the Code and to Effective Time (taking into consideration the extent effect of the Merger on the vesting of such option qualified as an incentive stock option assumed Company Options); provided however, that the Company shall take all best efforts so that no Company Option shall vest in excess of 50% of the unvested portion immediately prior to the Effective TimeTime as a result of the Merger.

Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Fractal Common Stock (each a "FRACTAL STOCK OPTION") under the Company's Nonemployee Director Plan and the 1982 Fractal Stock Option Plan (each, a "Company Stock Option")Plans, whether or not exercisable, whether or not vested, shall by virtue of the Merger will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeMetaTools. Each Company Fractal Stock Option so assumed by Parent MetaTools under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable Fractal Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisionsrights), except that (i) each Company Fractal Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent MetaTools Common Stock equal to the product of the number of shares of Company Fractal Common Stock that were issuable upon exercise of such Company Fractal Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent MetaTools Common Stock Stock, and (ii) the per share exercise price for the shares of Parent MetaTools Common Stock issuable upon exercise of such assumed Company Fractal Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Fractal Common Stock at which such Company Fractal Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall, from and after After the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, MetaTools will issue to each holder of an outstanding Company Fractal Stock Option a document evidencing notice describing the foregoing assumption of such Fractal Stock Option by ParentMetaTools. (b) It is the intention of the parties intended that each Company Fractal Stock Option Options assumed by Parent MetaTools shall qualify following the Effective Time as an incentive stock option options as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option Fractal Stock Options qualified as an incentive stock option options immediately prior to the Effective Time.Time and the provisions of this Section 5.10 shall be applied consistent with such intent. (c) MetaTools will reserve sufficient shares of MetaTools Common Stock for issuance under Section 5.10(a) and under Section 1.6(c) hereof. (d)

Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company VFI Common Stock (each a "VFI STOCK OPTION") under the Company's Nonemployee Director Plan and the 1982 VFI Stock Option Plan (each, a "Company Stock Option")Plans, whether or not exercisable, whether or not vested, shall by virtue of the Merger will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeHP. Each Company VFI Stock Option so assumed by Parent HP under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable VFI Stock Option Plan immediately prior to the Effective Time and the stock option agreement (including, without limitation, any repurchase rights or vesting provisions)rights) by which it is evidenced, except that (i) each Company VFI Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares (and no fractional shares) of Parent HP Common Stock equal to the product of the number of shares of Company VFI Common Stock that were issuable upon exercise of such Company VFI Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent HP Common Stock and (ii) the per share exercise price for the shares of Parent HP Common Stock issuable upon exercise of such assumed Company VFI Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company VFI Common Stock at which such Company VFI Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, As soon as promptly as reasonably practicable after the Effective Time, HP will issue to each holder of an outstanding Company VFI Stock Option a document evidencing notice describing the foregoing assumption by Parent. It is the intention of the parties that each Company such VFI Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective TimeHP.

Stock Options and Employee Benefits. (a) 1. At the Effective Time, each outstanding option to purchase shares of the Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, each a "Company Stock Option")) under the Company Stock Option Plans, whether or not exercisable, whether or not vested, shall by virtue of the Merger will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeParent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable Company Stock Option Plan and option certificate immediately prior to the Effective Time (including, without limitation, any existing repurchase rights or vesting provisionsprovisions other than any provision providing for accelerated vesting in connection with the Merger, which provisions shall not apply with respect to the Merger), 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 as the holder would have been entitled to receive pursuant to the product of Merger had such holder exercised such option in full immediately prior to the number of Effective Time, without taking into account whether or not such option is in fact then exercisable and all shares of Company Common Stock that were issuable upon the exercise of such Company option were converted into Parent Common Stock Option immediately prior pursuant to the Effective Time multiplied by the Exchange RatioSection 1.6, 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 Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Rationumber of shares of Parent Common Stock deemed purchasable, in accordance with the terms of this Section, pursuant to such Company Common Stock Option, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available shall take all corporate action necessary to reserve for issuance all a sufficient number of shares of Parent Common Stock covered thereby and shall, as promptly for delivery upon exercise of options assumed by Parent pursuant to this Section. As soon as practicable after the Effective Time, issue Parent shall deliver to each holder of an outstanding a Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent appropriate notice setting forth such option qualified as an incentive stock option prior to the Effective Timeholder's rights pursuant thereto.

Stock Options and Employee Benefits. (a1) At If the Parent Merger shall not have been closed prior to or simultaneously with the Effective Time, then at the Effective Time each outstanding option to purchase shares of the Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, each a "Company Stock Option")) under the Company Stock Option Plans, whether or not exercisable, whether or not vested, shall by virtue of the Merger will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeParent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable Company Stock Option Plan and option agreement immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions)Time, 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 determined by multiplying the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio1.175, rounded down to the nearest whole number of shares at a purchase price per share 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 option exercise price per share of Company Common Stock at which provided in such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent1.175. Parent shall, from and after the Effective Time, upon exercise The number of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly that may be purchased on the exercise of such Company Stock Option shall not include any fractional shares but shall be rounded down to the next lower whole share of Parent Common Stock. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of options assumed by Parent pursuant to this Section 5.20(a). As soon as practicable after the Effective Time, issue Parent shall deliver to each holder of an outstanding a Company Stock Option a document evidencing the foregoing assumption by Parentan appropriate notice setting forth such holder's rights pursuant hereto. It is the intention of the parties that each Any Company Stock Option Options assumed by the Parent pursuant to this Section 5.20(a) shall qualify following be treated in the Effective Time same manner as an incentive stock option other "Company Stock Options" (as defined in the Parent Merger Agreement) under Section 422 7.10 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective TimeParent Merger Agreement.

Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option") under the Company Option Plans and each Employee Option (as defined in Section 5.8(c)), whether vested or not exercisable, whether or not vestedunvested, shall by virtue of the Merger be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeParent. Each Company Stock Option and Employee Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options Company Stock Option or Employee Option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisionsprovisions and provisions regarding acceleration of vesting upon certain transactions other than those contemplated by this Agreement), except that (i) each Company Stock Option and Employee Option will be exercisable (or will become exercisable in accordance with its terms) terms for that number of whole shares of Parent Common Stock equal to the product (rounded to the nearest whole number of shares of Parent Common Stock unless required to be rounded down pursuant to subsection (b) below) of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option or Employee 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 Applicable Fraction and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option or Employee Option will be equal to the quotient (rounded to the nearest whole cent unless required to be rounded up to the nearest whole cent pursuant to subsection (b) below) determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option or Employee Option was exercisable immediately prior to the Effective Time by the Exchange RatioCommon Stock Applicable Fraction. Following the Closing, rounded up Parent will send to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise each holder of the an assumed Company Stock Options in accordance with Option or Employee Option a written notice setting forth (i) the terms thereof, make available for issuance all number of shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue subject to each holder of an outstanding such assumed Company Stock Option a document evidencing or Employee Option, and (ii) the foregoing assumption by Parent. It is the intention exercise price per share of the parties that each Parent Common Stock issuable upon exercise of such assumed Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Timeor Employee Option.

Stock Options and Employee Benefits. (a) a)......At the Effective Time, each then outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option"), whether or not exercisable, whether or not vested, shall by virtue exercisable at the Effective Time and regardless of the Merger respective exercise prices thereof, will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeParent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of set forth in the applicable Company Stock Option Plan (and any applicable stock option agreement for such options Company Option) immediately prior to the Effective Time (including, without limitation, any repurchase rights 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 Company Stock Option immediately prior to the Effective Time multiplied by 0.425 (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 Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up down to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Each assumed Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify be vested immediately following the Effective Time as an incentive stock option as defined in Section 422 to the same percentage of the Code to the extent permitted under Section 422 total number of shares subject thereto as it was vested as of the Code and to Effective Time (taking into consideration the extent effect of the Merger on the vesting of such option qualified as an incentive stock option assumed Company Options); provided however, that the Company shall take all best efforts so that no Company Option shall vest in excess of 50% of the unvested portion immediately prior to the Effective TimeTime as a result of the Merger.

Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of the Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, each a "Company Stock Option")) under the Company Stock Option Plans, whether or not exercisable, whether or not vested, shall by virtue of the Merger will be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the CodeParent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable Company Stock Option Plan and option certificate immediately prior to the Effective Time (including, without limitation, any existing repurchase rights or vesting provisionsprovisions other than any provision providing for accelerated vesting in connection with the Merger, which provisions shall not apply with respect to the Merger), 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 as the holder would have been entitled to receive pursuant to the product of Merger had such holder exercised such option in full immediately prior to the number of Effective Time, without taking into account whether or not such option is in fact then exercisable and all shares of Company Common Stock that were issuable upon the exercise of such Company option were converted into Parent Common Stock Option immediately prior pursuant to the Effective Time multiplied by the Exchange RatioSection 1.6, 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 Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Rationumber of shares of Parent Common Stock deemed purchasable, in accordance with the terms of this Section, pursuant to such Company Common Stock Option, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available shall take all corporate action necessary to reserve for issuance all a sufficient number of shares of Parent Common Stock covered thereby and shall, as promptly for delivery upon exercise of options assumed by Parent pursuant to this Section. As soon as practicable after the Effective Time, issue Parent shall deliver to each holder of an outstanding a Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent appropriate notice setting forth such option qualified as an incentive stock option prior to the Effective Timeholder's rights pursuant thereto.