Common use of Stock Options; Employee Stock Purchase Plan Clause in Contracts

Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision Common Stock (each a "Computervision Stock Option") under the Computervision Stock Option Plans, whether or not exercisable, will be assumed by Parametric. Each Computervision Stock Option so assumed by Parametric under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric Common Stock equal to the product of the number of shares of Computervision Common Stock that were issuable upon exercise of such Computervision Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric Common Stock, and (ii) the per share exercise price for the shares of Parametric Common Stock issuable upon exercise of such assumed Computervision Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision Common Stock at which such Computervision Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parametric will issue to each holder of an outstanding Computervision Stock Option a notice describing the foregoing assumption of such Computervision Stock Option by Parametric. (b) It is the intention of the parties that Computervision Stock Options assumed by Parametric qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Computervision Stock Options qualified as incentive stock options immediately prior to the Effective Time; and that notwithstanding anything contained in Section 1.6(c) or Section 5.11 hereof, or any other provision of this Agreement, the exercise price, the number of shares purchasable and the terms and conditions applicable to any Computervision Stock Options shall be determined so as to comply with Sections 422 and 424 of the Code and the regulations promulgated thereunder. (c) The Board of Directors of Computervision shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Computervision Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parametric shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parametric Common Stock under the Computervision Stock Options (as converted pursuant to this Section 5.11) for purposes of Section 16(b) of the Exchange Act. (d) Parametric will reserve sufficient shares of Parametric Common Stock for issuance under Section 5.11(a) and under Section 1.6(c) hereof. (e) Computervision shall not commence any offering under its Employee Stock Purchase Plans after the date hereof.

Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision Common SPC Capital Stock (each a an "Computervision SPC Stock Option") under the Computervision SPC Stock Option Plans, whether or not exercisable, will be assumed by ParametricAllegro. Each Computervision SPC Stock Option so assumed by Parametric Allegro under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision SPC Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision SPC Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric Allegro Common Stock equal to the product of the number of shares of Computervision Common SPC Capital Stock that were issuable upon exercise of such Computervision SPC Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric Allegro Common Stock, and (ii) the per share exercise price for the shares of Parametric Allegro Common Stock issuable upon exercise of such assumed Computervision SPC 23 24 Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision Common SPC Capital Stock at which such Computervision SPC Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parametric Allegro will issue to each holder of an outstanding Computervision SPC Stock Option a notice describing the foregoing assumption of such Computervision SPC Stock Option by ParametricAllegro. (b) It is the intention of the parties that Computervision SPC Stock Options assumed by Parametric Allegro qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Computervision SPC Stock Options qualified as incentive stock options immediately prior to the Effective Time; and that notwithstanding anything contained in Section 1.6(c) or Section 5.11 hereof, or any other provision of this Agreement, the exercise price, the number of shares purchasable and the terms and conditions applicable to any Computervision Stock Options shall be determined so as to comply with Sections 422 and 424 of the Code and the regulations promulgated thereunder. (c) The Board of Directors of Computervision shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Computervision Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parametric shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parametric Common Stock under the Computervision Stock Options (as converted pursuant to this Section 5.11) for purposes of Section 16(b) of the Exchange Act. (d) Parametric Allegro will reserve sufficient shares of Parametric Allegro Common Stock for issuance under Section 5.11(a) and under Section 1.6(c) hereof. (e) Computervision shall not commence any offering under its Employee Stock Purchase Plans after the date hereof.. 5.12

Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision East Common Stock (each a an "Computervision East Stock Option") under the Computervision East Stock Option ----------------- Plans, whether or not exercisable, will be assumed by ParametricWest. Each Computervision East Stock Option so assumed by Parametric West under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision East Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision East Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric West Common Stock equal to the product of the number of shares of Computervision East Common Stock that were issuable upon exercise of such Computervision East Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric West Common Stock, and (ii) the per share exercise price for the shares of Parametric West Common Stock issuable upon exercise of such assumed Computervision East Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision East Common Stock at which such Computervision East Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parametric West will issue to each holder of an outstanding Computervision East Stock Option a notice describing the foregoing assumption of such Computervision East Stock Option by ParametricWest. (b) It is the intention of the parties that Computervision East Stock Options assumed by Parametric West qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Computervision East Stock Options qualified as incentive stock options immediately prior to the Effective Time; and that notwithstanding anything contained in Section 1.6(c) or Section 5.11 hereof, or any other provision of this Agreement, the exercise price, the number of shares purchasable and the terms and conditions applicable to any Computervision East Stock Options shall be determined so as to comply with Sections 422 and 424 of the Code and the regulations promulgated thereunder. . (c) The Board of Directors of Computervision shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Computervision Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parametric shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parametric Common Stock under the Computervision Stock Options (as converted pursuant to this Section 5.11) for purposes of Section 16(b) of the Exchange Act. (d) Parametric West will reserve sufficient shares of Parametric West Common Stock for issuance under Section 5.11(a) and under Section 1.6(c) hereof. (e) Computervision shall not commence any offering under its Employee Stock Purchase Plans after the date hereof.

Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision Common SPC Capital Stock (each a an "Computervision SPC Stock Option") under the Computervision SPC Stock Option Plans, whether or not exercisable, will be assumed by ParametricAllegro. Each Computervision SPC Stock Option so assumed by Parametric Allegro under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision SPC Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision SPC Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric Allegro Common Stock equal to the product of the number of shares of Computervision Common SPC Capital Stock that were issuable upon exercise of such Computervision SPC Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric Allegro Common Stock, and (ii) the per share exercise price for the shares of Parametric Allegro Common Stock issuable upon exercise of such assumed Computervision SPC Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision Common SPC Capital Stock at which such Computervision SPC Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parametric Allegro will issue to each holder of an outstanding Computervision SPC Stock Option a notice describing the foregoing assumption of such Computervision SPC Stock Option by ParametricAllegro. (b) It is the intention of the parties that Computervision SPC Stock Options assumed by Parametric Allegro qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Computervision SPC Stock Options qualified as incentive stock options immediately prior to the Effective Time; and that notwithstanding anything contained in Section 1.6(c) or Section 5.11 hereof, or any other provision of this Agreement, the exercise price, the number of shares purchasable and the terms and conditions applicable to any Computervision Stock Options shall be determined so as to comply with Sections 422 and 424 of the Code and the regulations promulgated thereunder. (c) The Board of Directors of Computervision shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Computervision Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parametric shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parametric Common Stock under the Computervision Stock Options (as converted pursuant to this Section 5.11) for purposes of Section 16(b) of the Exchange Act. (d) Parametric Allegro will reserve sufficient shares of Parametric Allegro Common Stock for issuance under Section 5.11(a) and under Section 1.6(c) hereof. (e) Computervision shall not commence any offering under its Employee Stock Purchase Plans after the date hereof.. 5.12

Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision NeoPath Common Stock (each a "Computervision NeoPath Stock Option") under the Computervision NeoPath Stock Option Plans, whether or not exercisable, will be assumed by ParametricAutoCyte. Each Computervision NeoPath Stock Option so assumed by Parametric AutoCyte under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision NeoPath Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision NeoPath Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric AutoCyte Common Stock equal to the product of the number of shares of Computervision NeoPath Common Stock that were issuable upon exercise of such Computervision NeoPath Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric AutoCyte Common Stock, and (ii) the per share exercise price for the shares of Parametric AutoCyte Common Stock issuable upon exercise of such assumed Computervision NeoPath Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision NeoPath Common Stock at which such Computervision NeoPath Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parametric AutoCyte will issue to each holder of an outstanding Computervision NeoPath Stock Option a notice describing the foregoing assumption of such Computervision NeoPath Stock Option by ParametricAutoCyte. (b) It is the intention of the parties that Computervision NeoPath Stock Options assumed by Parametric AutoCyte qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Computervision NeoPath Stock Options qualified as incentive stock options immediately prior to the Effective Time; and that notwithstanding anything contained in Section 1.6(c1.6(a)(ii) or Section 5.11 4.17 hereof, or any other provision of this Agreement, the exercise price, the number of shares purchasable and the terms and conditions applicable to any Computervision NeoPath Stock Options shall be determined so as to comply with Sections 422 and 424 of the Code and the regulations promulgated thereunder. (c) The Board of Directors of Computervision NeoPath shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Computervision NeoPath Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parametric shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parametric Common Stock under the Computervision Stock Options (as converted pursuant to this Section 5.11) for purposes of Section 16(b) of the Exchange Act. (d) Parametric will reserve sufficient shares of Parametric Common Stock for issuance under Section 5.11(a) and under Section 1.6(c) hereof. (e) Computervision shall not commence any offering under its Employee Stock Purchase Plans after the date hereof.)