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

Stock Options; Employee Stock Purchase Plan. At the Effective Time, all options to purchase Company Common Stock then outstanding under the Company's 1995 Management Stock Option Plan, 1995 Stock Option Plan, 1996 Non-Employees Directors' Stock Option Plan and 1996 Equity Incentive Plan (collectively, the "COMPANY STOCK OPTION PLANS") shall be assumed by Parent in accordance with Section 5.11 hereof. At the Effective Time, in accordance with the terms of the Company's Employee Stock Purchase Plan (the "COMPANY ESPP"), all rights to purchase shares of Company Common Stock under the Company ESPP shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent) and all such converted rights shall be assumed by Parent and the offering periods in effect under the Company ESPP immediately prior to the Effective Time shall be continued substantially in accordance with the terms of the Company ESPP until the end of the offering periods in effect as of the Effective Time.