Common use of Stock Options and Other Stock Plans Clause in Contracts

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a). As of the Effective Time (or, in the case of any person subject to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Parent Common Stock (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 Section 424(a) of the Code. Except as provided above, the Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Option Plans and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and the agreements evidencing the grants of such Company Stock Options. (c) Parent shall take such actions as are reasonably necessary for the conversion of the Company Option Plans or the Company Stock Options pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.2. Parent shall prepare and file with the SEC a registration statement on Form S-8, to become effective within seven days following the Closing, or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding.

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering the Company's ’s 1997 Stock Plan, 2000 Stock Plan, 2001 Nonstatutory Stock Option Plan, Directors' Cadabra Design Libraries Inc. Stock Option Plan and Consultant's Cadabra Design Libraries Inc. U.S. Stock Option Plan (collectively, the "“Company Option Plans"”)) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a3.2(a), including taking such action as is necessary to avoid the acceleration of the vesting of options under the Cadabra Designs Libraries Inc. Stock Option Plan. As Except as may otherwise be provided in any agreement on terms specified in Section 3.2(a) of the Company Disclosure Schedule, effective as of the Effective Time (or, in the case of any person subject to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)i) each then outstanding option to purchase Shares (each a “Company Stock Option”) granted pursuant to the Company Stock Option Plans (a "or otherwise granted by the Company Stock Option") which is then outstanding to any current or former employee or director of, or consultant to, the Company or any of its subsidiaries shall be assumed by Parent and shall be converted into an option (or a new substitute option shall be granted) (an "“Assumed Stock Option"”) to purchase the a number of shares of common stock, par value $0.01 per share, of Parent (including the associated rights to purchase shares of Series A Participating Preferred Stock)(the “Parent Common Stock Stock”) (rounded up down to the nearest whole share) equal to (x) the number of Shares subject to such option Company Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at an Option Conversion Ratio and (ii) the per share exercise price per share for shares of Parent Common Stock (rounded down to the nearest xxxxx) issuable upon exercise of each such Assumed Stock Option shall be equal to (A1) the former exercise price per share of Company Common Stock under at which such option Company Stock Option was exercisable immediately prior to the Effective Time divided by (B2) the Exchange Option Conversion Ratio; provided, however, that in the case of any Company 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 Section 424(a) of the Code. Except as provided above, Code by rounding up the Assumed Stock Option shall be subject resulting exercise price to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Option Plans and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and the agreements evidencing the grants of such Company Stock Options. (c) Parent shall take such actions as are reasonably necessary for the conversion of the Company Option Plans or the Company Stock Options pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.2. Parent shall prepare and file with the SEC a registration statement on Form S-8, to become effective within seven days following the Closing, or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding.nearest whole cent

Stock Options and Other Stock Plans. (a) As soon At the Effective Time, all issued and outstanding stock options issued by the Company under the Employee Stock Option Plan or otherwise held by an employee of the Company shall be converted into options to purchase such number of shares of Parent Common Stock as are equal to the respective numbers of shares of Company Common Stock issuable thereon multiplied by the Exchange Ratio, at an option price determined by dividing the respective option prices at which shares of Company Common Stock may be purchased upon exercise thereof by the Exchange Ratio, and upon such other terms and conditions as are contained in such options. Parent agrees to register the shares of Parent Common Stock issuable upon exercise of such options under the Securities Act of 1933, as amended (the "Securities Act"), as promptly as practicable following after the date of this AgreementClosing Date. As promptly as reasonably practicable after the Closing Date, Parent and shall issue to each holder of such outstanding options a document evidencing the foregoing assumption by Parent. (b) At the Effective Time, each stock option issued by the Company (or, if appropriate, to a non-employee member of the Board of Directors of the Company or any committee of the Board of Directors of other person who received an option as a consultant to the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a). As of which is outstanding at the Effective Time (or, in the case of any person subject to Section 16 of the Exchange Act (as hereinafter definedi) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option (or deemed to be fully vested and will become the right to receive a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Parent Common Stock (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) sum in cash equal to (A) the former amount, if any, by which the per share exercise price per share of the option is less than the Cash Consideration times (B) the number of shares of Company Common Stock issuable upon exercise of the option in full (irrespective of vesting provisions) and (ii) will be canceled. In order to receive the amount to which a holder of an option is entitled under such option immediately prior this Section, the holder must deliver to the Effective Time divided by Surviving Corporation (BI) any certificate or option agreement relating to the Exchange Ratio; provided, however, option and (II) a document in which the holder acknowledges that the payment the holder is receiving is in the case full satisfaction of any Company Stock Option rights the holder may have under or with regard to which the option. Parent or the Surviving Corporation will pay the amount due under this Section 421 to a holder of an option promptly after the Code applies by reason of its qualification under Section 422 of Surviving Corporation receives from the Code, holder the conversion formula shall be adjusted, if necessary, to comply with Section 424(aitems described in clauses (I) and (II) of the Code. Except as provided above, the Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Option Plans and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and the agreements evidencing the grants of such Company Stock Optionspreceding sentence. (c) In the event any option issued by the Company has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such option to be lost, stolen or destroyed, Parent will, in exchange for such lost, stolen or destroyed option, pay or cause to be paid the cash consideration described in Section 2.06(b) or issue or cause to be issued substitute options of the Parent as described in Section 2.06 (a) The Company shall take such all actions as are reasonably necessary for the conversion of the Company Option Plans or the Company Stock Options pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate cause the transactions contemplated by this Section 2.2. Parent shall prepare events described in Sections 2.06(a) and file with the SEC a registration statement on Form S-8, 2.06(b) to become effective within seven days following the Closing, or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstandingoccur.

Stock Options and Other Stock Plans. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, Parent Viacom and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) CBS shall take such action as may be required necessary to cause each unexpired and unexercised option or desirable (including the obtaining of all applicable consents) warrant to effect the following provisions of this Section 2.2(a). As of purchase Shares which are outstanding immediately prior to the Effective Time (orcollectively, "CBS Options"), whether granted under CBS's stock option plans set forth in the case of any person subject to Section 16 2.04 of the Exchange Act CBS Disclosure Schedule (as hereinafter defineddefined below) as of the later of or otherwise, to be automatically converted at the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option or warrant (or collectively, a new substitute option shall be granted) (an "Assumed Stock Substituted Option") to purchase the a number of shares of Parent Viacom Class B Common Stock equal to the number of Shares that could have been purchased (assuming full vesting) under such CBS Option multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (yshares of Viacom Class B Common Stock) the Exchange Ratio, at an exercise a price per share of Parent Viacom Class B Common Stock equal to the per-share option exercise price specified in the CBS Option divided by the Exchange Ratio (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 Section 424(a) of the Codewhole cent). Except as otherwise provided abovein this Agreement, the Assumed Stock such Substituted Option shall otherwise be subject to the same terms and conditions as such CBS Option (including expiration dateexcept that all vesting periods with respect thereto shall, exercise, acceleration and vesting provisions) as were applicable to the converted Company extent provided by the terms thereof, accelerate, and be subject to any other rights which arise under the CBS Stock Option immediately prior to Plans or the option agreements evidencing awards thereunder as a result of the transactions contemplated by this Agreement). The date of grant of the Substituted Option shall be the date on which the corresponding CBS Option was granted. At the Effective Time; provided, that (i) all references in the Parent Board related stock option agreements to CBS shall be deemed to refer to Viacom and (ii) Viacom shall assume all of CBS's obligations with respect to CBS Options as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (so amended. As promptly as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as reasonably practicable after the Effective Time, Parent Viacom shall deliver issue to each holder of an outstanding CBS Option a document evidencing the holders foregoing assumption by Viacom. Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of Company and after the Effective Time, be deemed to refer to Viacom Class B Common Stock Options appropriate notices setting forth such holders' rights pursuant (as adjusted to reflect the respective Company Exchange Ratio). (b) In respect of each CBS Option Plans assumed by Viacom, and the agreements evidencing shares of Viacom Class B Common Stock underlying such CBS Option, Viacom shall, no later than one Business Day after the grants of such Company Stock Effective Time, file and keep current a Form S-8 or other appropriate registration statement for as long as any Substituted Options and that such Company Stock Options and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and the agreements evidencing the grants of such Company Stock Optionsremain outstanding. (c) Parent Prior to the Effective Time, Viacom and CBS shall take such actions as are all steps reasonably necessary for the conversion of the Company Option Plans or the Company Stock Options pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate cause the transactions contemplated hereby and any other dispositions of equity securities of CBS (including derivative securities) or acquisitions of Viacom equity securities (including derivative securities) in connection with this Agreement by this Section 2.2. Parent shall prepare and file with each individual who (a) is a director or officer of Viacom or (b) at the SEC Effective Time, will become a registration statement on Form S-8director or officer of Viacom, to become effective within seven days following be exempt under Rule 16b-3 promulgated under the ClosingSecurities Exchange Act of 1934, or other appropriate form with respect to shares of Parent Common Stock subject to as amended (the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding"Exchange Act").

Stock Options and Other Stock Plans. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, Parent Viacom and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) CBS shall take such action as may be required necessary to cause each unexpired and unexercised option or desirable (including the obtaining of all applicable consents) warrant to effect the following provisions of this Section 2.2(a). As of purchase Shares which are outstanding immediately prior to the Effective Time (orcollectively, "CBS Options"), whether granted under CBS's stock option plans set forth in the case of any person subject to Section 16 2.04 of the Exchange Act CBS Disclosure Schedule (as hereinafter defineddefined below) as of or otherwise (the later of "CBS Stock Option Plans"), to be automatically converted at the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option or warrant (or collectively, a new substitute option shall be granted) (an "Assumed Stock Substituted Option") to purchase the a number of shares of Parent Viacom Class B Common Stock equal to the number of Shares that could have been purchased (assuming full vesting) under such CBS Option multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (yshares of Viacom Class B Common Stock) the Exchange Ratio, at an exercise a price per share of Parent Viacom Class B Common Stock equal to the per-share option exercise price specified in the CBS Option divided by the Exchange Ratio (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 Section 424(a) of the Codewhole cent). Except as otherwise provided abovein this Agreement, the Assumed Stock such Substituted Option shall otherwise be subject to the same terms and conditions as such CBS Option (including expiration dateexcept that all vesting periods with respect thereto shall, exercise, acceleration and vesting provisions) as were applicable to the converted Company extent provided by the terms thereof, accelerate, and be subject to any other rights which arise under the CBS Stock Option immediately prior to Plans or the option agreements evidencing awards thereunder as a result of the transactions contemplated by this Agreement). The date of grant of the Substituted Option shall be the date on which the corresponding CBS Option was granted. At the Effective Time; provided, that (i) all references in the Parent Board related stock option agreements to CBS shall be deemed to refer to Viacom and (ii) Viacom shall assume all of CBS's obligations with respect to CBS Options as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (so amended. As promptly as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as reasonably practicable after the Effective Time, Parent Viacom shall deliver issue to each holder of an outstanding CBS Option a document evidencing the holders foregoing assumption by Viacom. Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of Company and after the Effective Time, be deemed to refer to Viacom Class B Common Stock Options appropriate notices setting forth such holders' rights pursuant (as adjusted to reflect the respective Company Exchange Ratio). (b) In respect of each CBS Option Plans assumed by Viacom, and the agreements evidencing shares of Viacom Class B Common Stock underlying such CBS Option, Viacom shall, no later than one Business Day after the grants of such Company Stock Effective Time, file and keep current a Form S-8 or other appropriate registration statement for as long as any Substituted Options and that such Company Stock Options and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and the agreements evidencing the grants of such Company Stock Optionsremain outstanding. (c) Parent Prior to the Effective Time, Viacom and CBS shall take such actions as are all steps reasonably necessary for the conversion of the Company Option Plans or the Company Stock Options pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate cause the transactions contemplated hereby and any other dispositions of equity securities of CBS (including derivative securities) or acquisitions of Viacom equity securities (including derivative securities) in connection with this Agreement by this Section 2.2. Parent shall prepare and file with each individual who (a) is a director or officer of Viacom or (b) at the SEC Effective Time, will become a registration statement on Form S-8director or officer of Viacom, to become effective within seven days following be exempt under Rule 16b-3 promulgated under the ClosingSecurities Exchange Act of 1934, or other appropriate form with respect to shares of Parent Common Stock subject to as amended (the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding"Exchange Act").

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Each Bay Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a). As of outstanding at the Effective Time shall be assumed by Nortel and deemed to constitute an option to acquire, on the same terms and conditions, mutatis mutandis (orincluding, in the case without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of any person subject shares or similar transaction), as were applicable under such Bay Stock Option prior to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase Time, the number of shares of Parent Nortel Common Stock (rounded up as the holder of such Bay Stock Option would have been entitled to receive pursuant to the nearest whole share) equal to (x) the number of Shares subject to Merger had such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common holder exercised such Bay Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option Option in full immediately prior to the Effective Time (not taking into account whether or not such option was in fact exercisable) at a price per share equal to (i) the aggregate exercise price for Bay Common Stock otherwise purchasable pursuant to such Bay Stock Option divided by (Bii) the Exchange Rationumber of shares of Nortel Common Stock deemed purchasable pursuant to such assumed Bay Stock Option; provided, however, provided that in the case number of shares of Nortel Common Stock that may be purchased upon exercise of any Company 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 Section 424(a) of the Code. Except as provided above, the Assumed such Bay Stock Option shall not include any fractional share and, upon exercise of such Bay Stock Option, a cash payment shall be subject to made for any fractional share based upon the same terms and conditions (including expiration date, last sale price per share of Nortel Common Stock on the trading day immediately preceding the date of exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as practicable Within three Business Days after the Effective Time, Parent Nortel or the Surviving Corporation shall deliver cause to the holders be delivered to each holder of Company an outstanding Bay Stock Options Option an appropriate notices notice setting forth such holders' holder's rights pursuant thereto, and such assumed Bay Stock Option (as adjusted with respect to the respective Company Option Plans exercise price and the agreements evidencing the grants number of such Company shares of Nortel Common Stock Options and that such Company Stock Options and agreements purchasable) shall continue in effect on the same terms and conditions (subject to conditions. From and after the adjustments required by this Section 2.2). Parent Effective Time, Nortel and the Surviving Corporation shall comply with the terms of each Bay Stock Option Plan pursuant to which Bay Stock Options were granted; provided, that the Company Option Plans Nortel board of directors or an appropriate committee thereof shall succeed to the authorities and responsibilities of the agreements evidencing Bay Board or any committee thereof under such plan. The adjustments provided herein with respect to any Stock Options that are "incentive stock options" (as defined in Section 422 of the grants Code) shall be effected in a manner consistent with Section 424(a) of such Company Stock Optionsthe Code. (cb) Parent Nortel shall take such actions as are reasonably cause to be taken all corporate action necessary to reserve for the conversion issuance a sufficient number of the Company Option Plans or the Company shares of Nortel Common Stock for delivery upon exercise of Bay Stock Options in accordance with this Section 3.07. Within three Business Days after the Effective Time, Nortel shall use its best efforts to cause the Nortel Common Stock subject to Bay Stock Options to be registered under the Securities Act pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.2. Parent shall prepare and file with the SEC a registration statement on Form S-8, to become effective within seven days following the Closing, S-8 (or any successor or other appropriate form with respect forms) and shall use its best efforts to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain cause the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) to be maintained for so long as such Assumed Bay Stock Options remain outstanding. (c) Bay shall take such action as is necessary to cause the ending date of the then current offering period under each Bay employee stock purchase plan to be prior to the Effective Time, subject to the terms of such plan (the "Final Purchase Date"); provided that such change in the offering period shall be conditioned upon the consummation of the Merger. On the Final Purchase Date, Bay shall apply the funds credited as of such date under such Bay employee stock purchase plan within each participant's payroll withholding account to the purchase of whole shares of Bay Common Stock in accordance with the terms of such Bay employee stock purchase plan.

Stock Options and Other Stock Plans. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, Parent Viacom and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) CBS shall take such action as may be required necessary to cause each unexpired and unexercised option or desirable (including the obtaining of all applicable consents) warrant to effect the following provisions of this Section 2.2(a). As of purchase Shares which are outstanding immediately prior to the Effective Time (orcollectively, "CBS Options"), whether granted under CBS's stock option plans set forth in the case of any person subject to Section 16 2.04 of the Exchange Act CBS Disclosure Schedule (as hereinafter defineddefined below) as of or otherwise (the later of "CBS Stock Option Plans"), to be automatically converted at the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option or warrant (or collectively, a new substitute option shall be granted) (an "Assumed Stock Substituted Option") to purchase the a number of shares of Parent Viacom Class B Common Stock equal to the number of Shares that could have been purchased (assuming full vesting) under such CBS Option multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (yshares of Viacom Class B Common Stock) the Exchange Ratio, at an exercise a price per share of Parent Viacom Class B Common Stock equal to the per-share option exercise price specified in the CBS Option divided by the Exchange Ratio (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 Section 424(a) of the Codewhole cent). Except as otherwise provided abovein this Agreement, the Assumed Stock such Substituted Option shall otherwise be subject to the same terms and conditions as such CBS Option (including expiration dateexcept that all vesting periods with respect thereto shall, exercise, acceleration and vesting provisions) as were applicable to the converted Company extent provided by the terms thereof, accelerate, and be subject to any other rights which arise under the CBS Stock Option immediately prior to Plans or the option agreements evidencingawards thereunder as a result of the transactions contemplated by this Agreement). The date of grant of the Substituted Option shall be the date on which the corresponding CBS Option was granted. At the Effective Time; provided, that (i) all references in the Parent Board related stock option agreements to CBS shall be deemed to refer to Viacom and (ii) Viacom shall assume all of CBS's obligations with respect to CBS Options as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (so amended. As promptly as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act. (b) As soon as reasonably practicable after the Effective Time, Parent Viacom shall deliver issue to each holder of an outstanding CBS Option a document evidencing the holders foregoing assumption by Viacom. Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of Company and after the Effective Time, be deemed to refer to Viacom Class B Common Stock Options appropriate notices setting forth such holders' rights pursuant (as adjusted to reflect the respective Company Exchange Ratio). (b) In respect of each CBS Option Plans assumed by Viacom, and the agreements evidencing shares of Viacom Class B Common Stock underlying such CBS Option, Viacom shall, no later than one Business Day after the grants of such Company Stock Effective Time, file and keep current a Form S-8 or other appropriate registration statement for as long as any Substituted Options and that such Company Stock Options and agreements shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2). Parent shall comply with the terms of the Company Option Plans and the agreements evidencing the grants of such Company Stock Optionsremain outstanding. (c) Parent Prior to the Effective Time, Viacom and CBS shall take such actions as are all steps reasonably necessary for the conversion of the Company Option Plans or the Company Stock Options pursuant to this Section 2.2, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate cause the transactions contemplated hereby and any other dispositions of equity securities of CBS (including derivative securities) or acquisitions of Viacom equity securities (including derivative securities) in connection with this Agreement by this Section 2.2. Parent shall prepare and file with each individual who (a) is a director or officer of Viacom or (b) at the SEC Effective Time, will become a registration statement on Form S-8director or officer of Viacom, to become effective within seven days following be exempt under Rule 16b-3 promulgated under the ClosingSecurities Exchange Act of 1934, or other appropriate form with respect to shares of Parent Common Stock subject to as amended (the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding"Exchange Act").