Common use of Stock Options and Other Equity Awards Clause in Contracts

Stock Options and Other Equity Awards. (a) All options to acquire Company Common Stock (the "Company Options") outstanding, whether or not exercisable and whether or not vested, at the Effective Time under the Company's 1993 Stock Incentive Plan and the Company's 2002 Stock Incentive Plan, each as amended (collectively, the "Company Stock Option Plans"), shall remain outstanding following the Effective Time notwithstanding anything to the contrary set forth in the Company Stock Option Plans. At the Effective Time, all of the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed in full by Parent, and, solely to the extent provided for in the applicable Company Stock Option Plan and/or the related Company Option agreements, shall vest and become fully exercisable. Parent, Buyer and the Company acknowledge that the Merger constitutes a "Change of Control" pursuant to each of the Company Stock Option Plans. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action by Parent. Each Company Option assumed by Parent (each, a "Substitute Option") shall be converted automatically into options to purchase Parent Class A Common Shares upon the same terms and conditions as are in effect immediately prior to the Effective Time with respect to such Company Option, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Class A Common Shares (rounded to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option multiplied by a fraction, the numerator of which is 15.375 and the denominator of which is the Average Sales Price (without reference to the dollar sign) (such fraction, the "Option Exchange Ratio") and (B) the exercise price per Parent Class A Common Share under each Substitute Option shall be an amount equal to the exercise price per share of Company Common Stock subject to the related Company Option in effect immediately prior to the Effective Time divided by Option Exchange Ratio (the exercise price per share, as so determined, being rounded to the nearest full cent). Except as set forth above, such Substitute Option shall otherwise be subject to the same terms and conditions as such Company Option. Section 2.4(a) of the Company Disclosure Letter (as defined below) sets forth a list of all Company Options as of the date hereof, including the name of the holder and date of grant of each such Company Option, the number of shares of Company Common Stock subject thereto and the exercise price thereof.

Stock Options and Other Equity Awards. Prior to the Effective Time, the Board of Directors of the Company (athe “Company Board”) All options (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other necessary action to acquire provide that each outstanding, unexpired and unexercised option or similar right to purchase Company Common Stock (the "“Company Stock Options"”) outstandingunder any Stock Plan, whether or not then exercisable and whether or not vested, at the Effective Time under the Company's 1993 Stock Incentive Plan and the Company's 2002 Stock Incentive Plan, each as amended (collectively, the "Company Stock Option Plans"), shall remain outstanding following the Effective Time notwithstanding anything to the contrary set forth in the Company Stock Option Plans. At the Effective Time, all of the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed in full by Parent, and, solely to the extent provided for in the applicable Company Stock Option Plan and/or the related Company Option agreements, shall vest and become fully exercisable. Parent, Buyer vested and the Company acknowledge that the Merger constitutes a "Change of Control" pursuant to each of the Company Stock Option Plans. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Stock Option Plans cancelled as of the Effective Time by virtue of this Agreement and without any further action by Parent. Each Company Option assumed by Parent (each, a "Substitute Option") shall be converted automatically into options to purchase Parent Class A Common Shares upon the same terms and conditions as are in effect immediately prior to the Effective Time with respect to such Company Option, except that (A) each such Substitute Option shall be exercisable for, and represent in exchange for the right to acquirereceive in consideration of the cancellation of such Company Stock Option and in full settlement therefor from the Parent at the same time as the Merger Consideration is payable to holders of Company Common Stock, that whole number of Parent Class A Common Shares an amount in cash (rounded to the nearest whole sharewithout interest) equal to the product of (a) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, multiplied by a fraction, the numerator of which is 15.375 and the denominator of which is the Average Sales Price (without reference to the dollar sign) (such fraction, the "Option Exchange Ratio") and (Bb) the exercise price per Parent Class A Common Share under each Substitute Option shall be an amount equal to excess, if any, of the Merger Consideration over the exercise price per share of the Company Common Stock previously subject to the related such Company Option in effect immediately prior Stock Option, less any applicable withholding or other Taxes required to be withheld with respect to such payment by Applicable Law. As of the Effective Time divided by Time, each Company Stock Option Exchange Ratio (for which the exercise price per shareshare exceeds the Merger Consideration shall be canceled and have no further effect, as so determinedwith no right to receive any consideration. As of the Effective Time, being rounded all Company Stock Options shall no longer be outstanding and shall automatically cease to exist and shall become only the right to receive the consideration described in this Section 2.05, and, without limiting the foregoing, the Company Board or the appropriate committee thereof shall take all action necessary to effect such cancellation. Notwithstanding the above, Parent may require execution and delivery to the nearest full cent). Except Company of a consent to cancellation in a form reasonably satisfactory to Parent and Company from any or all holders of Company Stock Options as set forth above, such Substitute Option shall otherwise be subject a condition to the same terms and conditions as payment of Merger Consideration to such Company Option. Section 2.4(a) of the Company Disclosure Letter (as defined below) sets forth a list of all Company Options as of the date hereof, including the name of the holder and date of grant of each such Company Option, the number of shares of Company Common Stock subject thereto and the exercise price thereofholder.

Stock Options and Other Equity Awards. (a) All options Pursuant to acquire Company Common Stock the Parent’s 2004 Equity Incentive Plan (the "Company Options") outstanding“Plan”), whether or not exercisable and whether or not vestedsubject to approval by the Board of Directors and shareholders of the Parent, the Parent shall grant to the Executive an option to purchase 600,000 shares of the Parent’s Ordinary Shares (the “Option”), at a per share exercise price equal to the Effective Time under closing price of Xxxxxxxx.xxx Ltd. stock as quoted on the NASDAQ exchange on the day of the Board’s approval of the grant. The Option shall vest as follows: the Option shall vest in equal monthly installments over forty-eight (48) months, subject to Executive’s continued employment with the Company's 1993 Stock Incentive . Further, (i) upon the occurrence of a Corporate Transaction (as defined in Section 19 of the Plan), fifty percent (50%) of the unvested portion of the Option shall thereupon be deemed vested and immediately exercisable; and (ii) if, within the period commencing three (3) months before a Corporate Transaction (as defined in Section 19 of the Plan and further defined below) and ending twelve (12) months after such Corporate Transaction, Executive’s employment with the Company's 2002 Stock Incentive PlanCompany is terminated without Cause, each as amended defined below (collectivelyand not as a result of her death or disability, the "Company Stock Option Plans"as defined below), shall remain outstanding following the Effective Time notwithstanding anything or Executive resigns with Good Reason, as defined in Section 4(c) below, and subject to the contrary set forth Executive’s execution of a release of claims as described in the Company Stock Option Plans. At the Effective TimeSection 5(d), all one hundred percent (100%) of the Company Options shall, by virtue unvested portion of the Merger and without any further action on the part of the Company or the holder thereof, be assumed in full by Parent, and, solely to the extent provided for in the applicable Company Stock Option Plan and/or the related Company Option agreements, shall vest and become fully exercisable. Parent, Buyer and the Company acknowledge that the Merger constitutes a "Change of Control" pursuant to each of the Company Stock Option Plans. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed immediately vested and exercisable. Whether or not in connection with a Corporate Transaction, if Executive’s employment is terminated without Cause or she voluntarily resigns for Good Reason, she shall be afforded a period of one (1) year to refer exercise all of her then vested options or, if earlier, the expiration date of such options. If Executive’s employment is terminated pursuant to ParentSection 4(b) below, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action by Parent. Each Company Option assumed by Parent she (each, a "Substitute Option"or her estate) shall be converted automatically into afforded a period of two (2) years to exercise all of her then vested options or, if earlier, the expiration date of such options. In addition to purchase Parent Class A Common Shares upon the Option, the Executive shall be eligible to receive annual grants of options and/or other equity awards on the same terms and conditions basis as are in effect immediately prior to the Effective Time with respect to such Company Option, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Class A Common Shares (rounded to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option multiplied by a fraction, the numerator of which is 15.375 and the denominator of which is the Average Sales Price (without reference to the dollar sign) (such fraction, the "Option Exchange Ratio") and (B) the exercise price per Parent Class A Common Share under each Substitute Option shall be an amount equal to the exercise price per share of Company Common Stock subject to the related Company Option in effect immediately prior to the Effective Time divided by Option Exchange Ratio (the exercise price per share, as so determined, being rounded to the nearest full cent). Except as set forth above, such Substitute Option shall otherwise be subject to the same terms and conditions as such Company Option. Section 2.4(a) other senior level executives of the Company Disclosure Letter Company. Any stock option grants or other equity awards (except the Restricted Shares as defined below) sets forth a list received by Executive while she is employed by the Company as Chief Executive Officer will include the potential accelerated vesting provisions described in this Section 3(d). Pursuant to the Plan, and subject to approval by the Board of all Company Options as Directors and shareholders of the date hereofParent, including the name Parent shall grant to the Executive 25,000 restricted shares of the holder Parent’s Ordinary Shares (the “Restricted Shares”) at a per share price equal to the par value of the Shares. The Restricted Shares shall vest as follows: One hundred percent (100%) of the Restricted Shares shall vest upon the determination by the Board that the Company achieved at least one hundred percent (100%) of the revenue and date EBITDA (or net income) targets established by the Board for each of grant the fiscal years 2005, 2006 and 2007; provided however, that all of each such Company Optionthe Restricted Shares shall be fully vested on May 31, 2009 subject to Executive’s continued employment with the number of shares of Company Common Stock subject thereto and the exercise price thereofCompany.

Stock Options and Other Equity Awards. (a) All options to acquire Company Common Stock (the "“Company Options"”) outstanding, whether or not exercisable and whether or not vested, at the Effective Time under the Company's ’s 1993 Stock Incentive Plan and the Company's ’s 2002 Stock Incentive Plan, each as amended (collectively, the "“Company Stock Option Plans"”), shall remain outstanding following the Effective Time notwithstanding anything to the contrary set forth in the Company Stock Option Plans. At the Effective Time, all of the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed in full by Parent, and, solely to the extent provided for in the applicable Company Stock Option Plan and/or the related Company Option agreements, shall vest and become fully exercisable. Parent, Buyer and the Company acknowledge that the Merger constitutes a "“Change of Control" ” pursuant to each of the Company Stock Option Plans. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action by Parent. Each Company Option assumed by Parent (each, a "“Substitute Option"”) shall be converted automatically into options to purchase Parent Class A Common Shares upon the same terms and conditions as are in effect immediately prior to the Effective Time with respect to such Company Option, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Class A Common Shares (rounded to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option multiplied by a fraction, the numerator of which is 15.375 and the denominator of which is the Average Sales Price (without reference to the dollar sign) (such fraction, the "“Option Exchange Ratio"”) and (B) the exercise price per Parent Class A Common Share under each Substitute Option shall be an amount equal to the exercise price per share of Company Common Stock subject to the related Company Option in effect immediately prior to the Effective Time divided by Option Exchange Ratio (the exercise price per share, as so determined, being rounded to the nearest full cent). Except as set forth above, such Substitute Option shall otherwise be subject to the same terms and conditions as such Company Option. Section 2.4(a) of the Company Disclosure Letter (as defined below) sets forth a list of all Company Options as of the date hereof, including the name of the holder and date of grant of each such Company Option, the number of shares of Company Common Stock subject thereto and the exercise price thereof.