Common use of Stock Options; Employee Benefits Clause in Contracts

Stock Options; Employee Benefits. (a) As of the Effective Time, (i) each outstanding option to purchase shares of Company Common Stock (a "STOCK OPTION") granted under any plan or ------------ arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries (the "COMPANY STOCK PLANS"), whether vested ------------------- or unvested, shall be assumed by Parent and converted into an option to acquire, on the same terms and conditions as were applicable under the Stock Option, the number of shares of Parent Common Stock (rounded up to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Stock Option by the Exchange Ratio, at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option (assuming all conditions to the exercise of such Stock Option had then been met) divided by (B) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (each, as so adjusted, an "ADJUSTED -------- OPTION"); PROVIDED that such exercise price shall be rounded up to the nearest ------ whole cent and (ii) any and all repurchase rights under any Company Stock Plan held by the Company on the shares of Company Common Stock shall, to the extent permitted by law, be assigned to Parent and shall be converted into repurchase rights held by Parent as the corresponding shares of Parent Common Stock.

Stock Options; Employee Benefits. (a) As of the Effective Time, (i) each outstanding option to purchase shares of Company Common Stock (a "STOCK OPTION") granted under any plan or ------------ arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries (the "COMPANY STOCK PLANS"), whether vested ------------------- or unvested, shall be assumed by Parent and converted into an option (such option, an "ADJUSTED OPTION") to acquire, on the same terms and conditions as were applicable under the Stock Option, the number of shares of Parent Common Stock (rounded up to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Stock Option by the Option Exchange Ratio, at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option (assuming all conditions to the exercise of such Stock Option had then been met) divided by (B) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (eachOption; provided, as so adjustedthat, an "ADJUSTED -------- OPTION"); PROVIDED that such exercise price shall be rounded up to the nearest ------ whole cent and (ii) cent. In addition, any and all repurchase rights under any Company Stock Plan held by the Company on the shares of Company Common Stock shall, to the extent permitted by lawLaw, be assigned to Parent and shall be converted into repurchase rights held by Parent as the corresponding shares of Parent Common Stock. The Company represents that, prior to the Effective Time, it shall take the necessary and appropriate actions to evidence that the option treatment described in this Section 5.6(a) is the appropriate adjustment as authorized and permitted under the terms of the plans and agreements pursuant to which the Stock Options were granted. For purposes of this Agreement, the "OPTION EXCHANGE RATIO" shall equal the quotient of (i) Ten Dollars and Fifty Cents ($10.50) divided by (ii) the Parent Market Price.

Stock Options; Employee Benefits. (a) As of At the Effective Time, the Parent shall assume the Compete, Inc. Employees' Stock Option Plan (the "Company Stock Option Plan") and, subject to the adjustments provided below with respect to the Company Accelerated Options, the Parent shall assume all outstanding options granted pursuant to the Company Stock Option Plan and each such assumed option shall become and represent an option (an "Adjusted Option") (i) each outstanding option to purchase shares of Company Common Stock (a "STOCK OPTION") granted under any plan or ------------ arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries (the "COMPANY STOCK PLANS"), whether vested ------------------- or unvested, shall be assumed by Parent and converted into an option to acquire, on the same terms and conditions as were applicable under the Stock Option, the number of shares of Parent Common Stock (rounded up to the nearest whole share) determined by multiplying (A) the number of shares of Parent Common Stock to be issued upon conversion of one share of Company Common Stock pursuant to Section 1.05(a) of this Agreement (assuming the use of the Cash Per Share Price and the Note Per Share Price to purchase Parent Common Stock (valued at the Effective Time calculated in the manner described in Section 1.05(d)) by (B) the number of shares of Company Common Stock subject to such Stock Option by assumed option immediately prior to the Exchange Ratio, Effective Time and (ii) at a an exercise price per share of Parent Common Company Stock equal to determined by dividing (AX) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant subject to such Stock Option (assuming all conditions assumed option immediately prior to the exercise of such Stock Option had then been met) divided Effective Time by (BY) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant subject to such Stock Adjusted Option (each, as so adjusted, an "ADJUSTED -------- OPTION"); PROVIDED that such exercise price shall be rounded up at the Effective Time and rounding the resulting quotient down to the nearest ------ whole cent and cent; provided, however, that the adjustments with respect to any such assumed option that is an "incentive stock option" (iias defined in Section 422 of the Code) any and all repurchase rights under any Company Stock Plan held shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. Each Adjusted Option shall continue to be governed by the Company on Stock Option Plan and shall continue to be evidenced by the stock option agreement evidencing the grant of the predecessor assumed option and the Company Stock Option Plan and each such agreement shall be deemed amended to reflect the assumption of that plan by the Parent, the substitution of Parent Common Stock for Company Common Stock, and the revised exercise price determined pursuant to this Section 6.12. Notwithstanding anything herein to the contrary, the Parent shall not be obligated hereunder to assume the Company Stock Option Plan to the extent that there are options outstanding to purchase more than 448,349 shares of Company Common Stock shall, immediately prior to the extent permitted Closing Date subject to increase by law, be assigned to agreement between Parent and shall be converted into repurchase rights held by Parent as the corresponding shares of Parent Common StockCompany in addition to the Company Accelerated Options.

Stock Options; Employee Benefits. (a) As of the Effective Time, (i) each outstanding option to purchase shares of Company Common Stock (a "STOCK OPTION") granted under any plan or ------------ arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries (the "COMPANY STOCK PLANS"), whether vested ------------------- or unvested, shall be assumed by Parent and converted into an option to acquire, on the same terms and conditions as were applicable under the Stock Option, the number of shares of Parent Common Stock (rounded up to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Stock Option by the Exchange Ratio, at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option (assuming all conditions to the exercise of such Stock Option had then been met) divided by (B) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (each, as so adjusted, an "ADJUSTED -------- OPTION"); PROVIDED that such exercise price shall be rounded up to the nearest ------ whole cent and (ii) any and all repurchase rights under any Company Stock Plan held by the Company on the shares of Company Common Stock shall, to the extent permitted by law, be assigned to Parent and shall be converted into repurchase rights held by Parent as the corresponding shares of Parent Common Stock.

Stock Options; Employee Benefits. (a) As of the Effective Time, (i) each outstanding option to purchase shares of Company Common Stock (a "STOCK OPTIONStock Option") granted under any plan or ------------ arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries (the "COMPANY STOCK PLANSCompany Stock Plans"), whether vested ------------------- or unvested, shall be assumed by Parent and converted into an option (such option, an "Adjusted Option") to acquire, on the same terms and conditions as were applicable under the Stock Option, the number of shares of Parent Common Stock (rounded up to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Stock Option by the Option Exchange Ratio, at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option (assuming all conditions to the exercise of such Stock Option had then been met) divided by (B) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (eachOption; provided, as so adjustedthat, an "ADJUSTED -------- OPTION"); PROVIDED that such exercise price shall be rounded up to the nearest ------ whole cent and (ii) cent. In addition, any and all repurchase rights under any Company Stock Plan held by the Company on the shares of Company Common Stock shall, to the extent permitted by lawLaw, be assigned to Parent and shall be converted into repurchase rights held by Parent as the corresponding shares of Parent Common Stock.. The Company represents that, prior to the Effective Time, it shall take the necessary and appropriate actions to evidence that the option treatment described in this Section 5.6(a) is the appropriate adjustment as authorized and permitted under the terms of the plans and agreements pursuant to which the Stock Options were granted. For purposes of this Agreement, the "