Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. (a) At the Effective Date, all options and warrants (collectively the "Options") then outstanding under Amrion's Non-Qualified Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the "Option Plans") or pursuant to the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, be assumed by WFM in accordance with their terms and conditions as in effect at the Effective Date (and the terms and conditions of the Option Plans and the option agreements associated with such Option Plans), except that (A) each such Option shall be exercisable in accordance with its terms for that whole number of shares of WFM Common Stock (rounded to the nearest whole share) into which the number of shares of Amrion Common Stock subject to such Option immediately prior to the Effective Date would be converted under Section 2.1 at an exercise price per share of WFM Common Stock (rounded to the nearest cent) equal to the exercise price per share of Amrion Common Stock applicable to such Option divided by .87; (B) all actions to be taken thereunder by the Board of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no payment shall be made for fractional interests. From and after the date of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under the Option Plans. (b) It is intended that the assumed Options, as set forth herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the Options. As soon as practicable after the Effective Date, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or other successor form) with respect to the shares of WFM 3

Stock Options and Warrants. (a) At the Effective DateTime, all options each outstanding Participating Option and warrants (collectively the "Options") then outstanding under Amrion's Non-Qualified Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the "Option Plans") or pursuant Participating Warrant shall be entitled to the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue receive that portion of the Merger and without any further action Consideration set forth on the part Distribution Waterfall (the “Option and Warrant Consideration”). For purposes of Amrion or calculating the amount to be paid to each holder of any a Participating Option or a Participating Warrant at the Effective Time, the Option and Warrant Consideration shall be calculated assuming that the Merger Consideration is equal to the Initial Merger Consideration, and shall be adjusted following the Closing as set forth herein, and shall also be reduced by such Optionholder’s Escrow Account Allocation of the Escrow Amount and Seller Expense Amount, which amounts, subject to the terms of this Agreement, shall be assumed by WFM released from the Escrow Account to the Exchange Agent in accordance with their terms and conditions as in effect at the Effective Date (and the terms and conditions of the Option Plans Escrow Agreement and thereafter shall be payable to such holder by the option agreements associated Exchange Agent in accordance with such Option Plans), except that (A) the terms and conditions of the Exchange Agreement. The amount to be paid in cash to each such holder for each share of Company Capital Stock purchasable pursuant to a Participating Option and Participating Warrant shall be rounded down to the nearest whole cent. The Option and Warrant Consideration shall be allocated among the holders of Participating Options and Participating Warrants as provided in the Distribution Waterfall. At the Effective Time each outstanding Participating Option shall be terminated and cancelled and shall be converted into, and only be entitled to receive, that portion of the Merger Consideration set forth on the Distribution Waterfall, subject to compliance with the terms of this Agreement. At the Effective Time, each outstanding Participating Warrant containing terms which allow for the termination and cancellation thereof in consideration of a cash payment as provided in the Distribution Waterfall shall be terminated and cancelled and shall be converted into, and only be entitled to receive that portion of the Merger Consideration set forth on the Distribution Waterfall. At the Effective Time, each outstanding Participating Warrant containing terms which do not allow for the termination thereof if not exercised prior to the Effective Time and do not provide for the termination and cancellation thereof in consideration of a cash payment shall continue to be exercisable in accordance with its terms but shall thereafter only be exercised for that whole number portion of shares of WFM Common Stock (rounded to the nearest whole share) into which Merger Consideration set forth in the number of shares of Amrion Common Stock Distribution Waterfall, subject to such Option immediately prior to compliance with the Effective Date would be converted under Section 2.1 at an exercise price per share of WFM Common Stock (rounded to the nearest cent) equal to the exercise price per share of Amrion Common Stock applicable to such Option divided by .87; (B) all actions to be taken thereunder by the Board of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no payment shall be made for fractional interests. From and after the date terms of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under the Option Plans. (b) It is intended that the assumed Options, as set forth herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the Options. As soon as practicable after the Effective Date, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or other successor form) with respect to the shares of WFM 3.

Stock Options and Warrants. (a) At As of the PhoneTel Effective DateTime, all options and warrants (collectively i) each outstanding option to purchase PhoneTel Common Stock (collectively, the "PhoneTel Options") then outstanding under Amrion's Non-Qualified Stock Option Plan and Non-Employee Director Stock Option Plan shall be ---------------- converted into an -7- option (collectively the an "Option PlansAdjusted PhoneTel Option") or pursuant to purchase the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, be assumed by WFM in accordance with their terms and conditions as in effect at the Effective Date (and the terms and conditions of the Option Plans and the option agreements associated with such Option Plans), except that (A) each such Option shall be exercisable in accordance with its terms for that whole number of shares of WFM Davel ------------------------ Common Stock equal to the number of shares of PhoneTel Common Stock subject to such options immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole share) into which the number of shares of Amrion Davel Common Stock subject to such Option immediately prior to the Effective Date would be converted under Section 2.1 Stock), at an exercise price per share equal to the exercise price for each such share of WFM PhoneTel Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to PhoneTel shall be deemed to refer to Davel, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect -------- ------- to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code shall be effected so as not to constitute a modification, extension or renewal of such option under Section 424(a) of the Code, (ii) Davel shall assume the obligations of PhoneTel under the PhoneTel Options, (iii) each outstanding warrant to purchase PhoneTel Common Stock (the "PhoneTel Warrants") shall be converted into a warrant (an ----------------- "Adjusted PhoneTel Warrant") to purchase the number of shares of Davel Common ------------------------- Stock equal to the number of shares of PhoneTel Common Stock subject to such PhoneTel Warrants immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest cent) whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price per for each such share of Amrion PhoneTel Common Stock applicable subject to such Option PhoneTel Warrant divided by .87; the Exchange Ratio (B) rounded to the nearest whole cent), and all actions references in each such PhoneTel Warrant to be taken thereunder by the Board of Directors of Amrion or a committee thereof PhoneTel shall be taken by the Board of Directors of WFM or a committee thereof; deemed to refer to Davel, where appropriate and (Civ) no payment Davel shall assume the obligations of PhoneTel under the PhoneTel Warrants. The other terms of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant, and the plans or agreements under which they were issued, if any, shall continue to apply in accordance with their terms. The date of grant of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant shall be made for fractional interests. From and after the date of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under on which the corresponding PhoneTel Option Plans. (b) It is intended that the assumed Options, as set forth herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the Options. As soon as practicable after the Effective Date, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or other successor form) with respect to the shares of WFM 3PhoneTel Warrant was granted.

Stock Options and Warrants. (a) At the Effective DateTime, all options and warrants (collectively the "Options") then outstanding under Amrion's Non-Qualified each Company Stock Option Plan outstanding (whether or not vested or exercisable) that has a per share exercise price less than the Per Share Price (each a “Cash Pay Option”) shall be canceled and Non-Employee Director Stock Option Plan converted into the right to receive (collectively the "Option Plans"i) or pursuant a cash payment equal to the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, be assumed by WFM in accordance with their terms and conditions as in effect at the Effective Date (and the terms and conditions of the Option Plans and the option agreements associated with such Option Plans), except that (A) each such Option shall be exercisable in accordance with its terms for that whole number the excess, if any, of shares of WFM Common Stock (rounded to 1) the nearest whole sharePer Share Price over (2) into which the number of shares of Amrion Common Stock subject to such Option immediately prior to the Effective Date would be converted under Section 2.1 at an exercise price per share of WFM Common Stock (rounded to the nearest cent) equal to the exercise price per share of Amrion Common Stock applicable Share subject to such Option divided Company Stock Option, multiplied by .87; (B) all actions the number of Common Shares for which such Company Stock Option shall not theretofore have been exercised (the “Parent Option Consideration”) plus (ii) (A) the Additional Per Share Merger Consideration multiplied by (B) the number of Cashless Exercise Option Shares represented by such Company Stock Option (the “Company Option Consideration” and collectively with the Parent Option Consideration, the “Option Consideration”). Each Cash Pay Option when so converted shall cease to be taken thereunder outstanding and each holder of a Cash Pay Option shall cease to have any rights with respect to such Cash Pay Options. Commencing at the Effective Time and continuing until the Company Warrants expire, each Company Warrant outstanding shall only represent the right to receive (i) a cash payment equal to (A) the excess, if any, of (1) the Per Share Price over (2) the exercise price per Common Share subject to such Company Warrant, multiplied by (B) the Board number of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no payment shall be made Common Shares for fractional interests. From and after the date of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under the Option Plans. (b) It is intended that the assumed Options, as set forth herein, which such Company Warrant shall not give to any holder thereof any benefits in addition to those theretofore have been exercised (the “Parent Warrant Consideration”) plus (ii) (A) the Additional Per Share Merger Consideration multiplied by (B) the number of Common Shares for which such holder had prior to Company Warrant shall not theretofore have been exercised (the assumption “Company Warrant Consideration” and collectively with the Parent Warrant Consideration, the “Warrant Consideration”). For each Company Warrant (other than the Designated Warrants) that has not been exercised as of the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the Options. As soon as practicable after the Effective Date, WFM an amount equal to the Additional Cash Per Share Merger Consideration multiplied by the number of Commons Shares for which such Company Warrant shall file a registration statementnot theretofore have been exercised, or is referred to as the “Company Warrant Cash Consideration”. Upon surrender to the Surviving Corporation of the original Company Stock Option agreement and an amendment executed copy of the exercise notice in the form attached to an existing registration statementthe Company Stock Option (collectively, under the Securities Act of 1933, as amended (the "Securities Act"“Option Documentation”), on Form S-8 the Parent hereby agrees to cause the Surviving Corporation to promptly deliver (or other successor formbut in all cases not later than the fifth business day after the later of the Closing Date and the date of receipt of the Option Documentation) to the registered holder of such Company Stock Options (as indicated in the records of the Company), the cash portion of the Option Consideration less any required withholding taxes. At the Effective Time each Company Stock Option outstanding as of the Effective Time shall be canceled and each holder of a certificate representing such canceled Company Stock Option shall cease to have any rights with respect to such Company Stock Option and shall not be entitled to receive any payment with respect thereto other than the shares of WFM 3Option Consideration.

Stock Options and Warrants. (a) At the Effective DateTime, all outstanding options and warrants (collectively the all such options, "1992 Plan Options") then outstanding to acquire shares of Company Common Stock granted to employees under Amrion's Non-Qualified Stock Option Plan and Non-Employee Director the GeoWaste Incorporated 1992 Stock Option Plan (collectively the "Option Plans1992 Plan"), all outstanding options issued prior to the date of this Agreement to the Chief Executive Officer and the Chief Financial Officer by the Company to acquire shares of Company Common Stock (all such options, "CEO/CFO Options") or issued other than pursuant to the underwriters' warrant granted 1992 Plan and the 1996 Plan and all outstanding warrants issued by the Company prior to John G. Kinnard & Co.the date of this Agreement to purchase shares of Company Common Stock (the "Warrants"), and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, shall be assumed by WFM in accordance with their Parent and shall be exercisable upon the same terms and conditions as under the applicable Warrant, the 1992 Plan and option agreements issued thereunder or, in effect at the Effective Date (and the terms and conditions case of the Option Plans and CEO/CFO Options, the applicable option agreements associated with such Option Plans)agreement, except that (Ai) each such 1992 Plan Option, CEO/CFO Option or Warrant shall be exercisable in accordance with its terms for that whole number of shares of WFM Common Parent Stock (rounded to the nearest whole share) into which equal to the product of (y) the number of shares of Amrion Company Common Stock subject to such the original 1992 Plan Option, CEO/CFO Option or Warrant and (z) the Exchange Ratio, and (ii) the option exercise price or warrant exercise price per share of Parent Stock shall be an amount equal to (y) the option exercise price or warrant exercise price per share of Company Common Stock under the original 1992 Plan Option, CEO/CFO Option or Warrant, as applicable, in effect immediately prior to the Effective Date would be converted under Section 2.1 at an Time divided by (z) the Exchange Ratio (the option exercise price or warrant exercise price, as applicable, per share of WFM Company Common Stock (Stock, as so determined, being rounded to the nearest full cent) equal to the exercise price per share of Amrion Common Stock applicable to such Option divided by .87; (B) all actions to be taken thereunder by the Board of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no ). No payment shall be made for fractional interestsinterest. From and after The date of grant or issuance, as applicable, shall be the date of this Agreementthe 1992 Plan Option, except as provided in Section 5.1, no additional options shall be CEO/CFO Option or Warrant was originally granted by Amrion under the Option Plans. (b) It is intended that the assumed Optionsor issued, as set forth herein, applicable. Parent shall not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Option. WFM shall take all necessary corporate action necessary to (i) reserve for issuance a sufficient the number of shares of WFM Common Parent Stock for delivery that will be come issuable upon the exercise of such 1992 Plan Options, CEO/CFO Options and Warrants pursuant to this Section 2.4(a) and (ii) at the OptionsEffective Time, execute a document evidencing the assumption by Parent of the Company's obligations with respect thereto under this Section 2.4. As soon as practicable after the Effective DateTime, WFM Parent shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), statement on Form S-8 (or other any successor form), or another appropriate form, with respect to the shares of Parent Stock subject to such 1992 Plan Options and CEO/CFO Options and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such 1992 Plan Options and CEO/CFO Options, as applicable, remain outstanding. It is the intention of the parties that, subject to applicable law, the 1992 Plan Options assumed by Parent qualify following the Effective Time as "incentive stock options" (as defined in Section 422 of the Code) to the extent that the 1992 Plan Options qualified as incentive stock options prior to the Effective Time. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-3 (or any successor form) (the "Shelf Registration Statement") with respect to the shares of WFM Parent Stock issuable upon exercise of such Warrants and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for a period not to exceed six months from the date of effectiveness of the Shelf Registration Statement or, if earlier, twenty (20) trading days after such time at which holders of the Warrants hold (i) Warrants representing the right to receive a number of shares of Parent Stock, and/or (ii) a number of shares of Parent Stock previously issued upon exercise of the Warrants, which, in the aggregate, represent 15% or less of the total number of shares of Parent Stock issuable at the Effective Time upon exercise of all the Warrants; PROVIDED, HOWEVER, that when holders of the Warrants intend to sell shares of Parent Stock under the Shelf Registration Statement, such holders shall provide written notice to Parent of such intention three (3) days prior to any sale. Parent shall have the right to suspend the use of the prospectus forming a part of the Shelf Registration Statement, for periods aggregating not more than twenty (20) trading days, when Parent reasonably believes, upon the written advice of its regular legal counsel, a copy of which shall be delivered to the holder(s) of the Warrants (subject to suitable confidentiality arrangements) that such use would materially interfere with or require public disclosure by Parent of any material financing, acquisition, corporate reorganization or other material transactions involving Parent or any of its subsidiaries; PROVIDED, HOWEVER, that Parent shall not suspend the use of such prospectus for more than ten (10) trading days in the aggregate during the calendar month of January 1999 and the first two (2) days of February 1999. The holders of the Warrants shall provide customary indemnification protections to Parent with respect to written information furnished by such holders specifically for use in the Shelf Registration Statement and shall pay their own expenses for any attorney, accountant or other advisor they retain and any brokerage and sales commissions in connection with the sale of shares of Parent Stock under the Shelf Registration Statement.

Stock Options and Warrants. (a) At the Effective DateTime, all options Predix’s obligations with respect to each outstanding option to purchase shares of Predix Common Stock (each, a “Predix Option” and warrants (collectively collectively, the "“Predix Options"”) then outstanding under Amrion's Non-Qualified the Predix Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the "Option Plans") , whether vested or pursuant to the underwriters' warrant granted to John G. Kinnard & Co.unvested, and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, will be assumed by WFM in accordance with their EPIX. Each Predix Option so assumed by EPIX under this Agreement shall be subject to substantially the same terms and conditions set forth in the Predix Stock Plans (which plans shall be adopted upon substantially the same terms and conditions by EPIX) or agreement pursuant to which such Predix Option was issued as in effect at immediately prior to the Effective Date (and the terms and conditions of the Option Plans and the option agreements associated with such Option Plans)Time, except that as follows (A) each (i) such Predix Option shall will be exercisable in accordance with its terms for that whole number of shares of WFM EPIX Common Stock (rounded equal to the nearest whole share) into which product of the number of shares of Amrion Predix Common Stock subject to that were purchasable under such Predix Option immediately prior to the Effective Date would be converted under Section 2.1 at an exercise price per share of WFM Common Stock (Time multiplied by the Exchange Ratio, rounded down to the nearest centwhole number of shares of EPIX Common Stock, and (ii) the per share exercise price for the shares of EPIX Common Stock issuable upon exercise of such assumed Predix Option will be equal to the quotient determined by dividing the exercise price per share of Amrion Predix Common Stock applicable at which such Predix Option was exercisable immediately prior to such Option divided the Effective Time by .87; the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent and (B) all actions each Predix Option shall entitle the holder thereof at the Effective Time the right to be taken thereunder by receive in cash such holder’s pro rata portion of the Board Milestone Payment in accordance with Section 1.8. Following the Effective Time, EPIX will send to the holders of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no payment shall be made for fractional interests. From and after the date of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under the Option Plans. (b) It is intended that the assumed Options, as set Predix Options a written notice setting forth herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to (i) the assumption of the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM EPIX Common Stock for delivery that are subject to such assumed Predix Option, and (ii) the exercise price per share of EPIX Common Stock issuable upon exercise of such assumed Predix Option. In addition, EPIX shall file with the Options. As soon as practicable SEC, no later than ninety (90) days after the Effective DateTime, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), statement on Form S-8 registering the exercise of any Predix Options issued under the Predix Stock Plans assumed by EPIX pursuant to this Section 5.5 (or other successor form) with respect to the shares extent the exercise of WFM 3such options is eligible to be registered using a Form S-8 registration statement).