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

Stock Options; Employee Stock Purchase Plan. (a) As of the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time shall be canceled without any action on the part of any holder of any Company Option in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Offer Price over the exercise price per share of Company Common Stock subject to such Company Option, less any required withholding Taxes (the “Option Cash Payment,” and the sum of all such payments, the “Total Option Cash Payments”). As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in respect thereof. (b) Immediately following the Effective Time, Parent shall cause the Surviving Corporation to pay through its payroll systems the applicable Option Cash Payments, if any, to the holders of Company Options, subject to Section 3.4. (c) As soon as practicable following the date of this Agreement, and in any event prior to the Effective Time, the Company shall take all actions necessary to (i) terminate the ESPP as of the Effective Time and, in accordance with the terms of the ESPP, provide that any “Purchase Period” (within the meaning of the ESPP) in process on the Merger Closing Date shall end as of immediately prior to the Effective Time, with such pro-rata adjustments as may be necessary to reflect a shortened Purchase Period, but otherwise treating such shortened Purchase Period as a fully effective and completed Purchase Period for all purposes under the ESPP, (ii) provide that participants may not increase their payroll deductions or purchase elections prospectively and (iii) provide that no Purchase Period shall commence under the ESPP following the date hereof. Any shares of Company Common Stock acquired as a result of the completion of the Purchase Period that ends as of immediately prior to the Effective Time shall be treated as outstanding shares of Company Common Stock for purposes of Section 3.2.

Stock Options; Employee Stock Purchase Plan. (a) Unless Parent, Sub and the Company agree otherwise, Parent, Sub and the Company shall take all actions necessary to provide that effective as of the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "COMPANY STOCK OPTION," and collectively, the "COMPANY STOCK OPTIONS") granted under the Company's 1996 Incentive and Non-Qualified Stock Option Plan, or any other stock option plan, program or agreement to which the Company or any of its subsidiaries is a party (collectively, the "COMPANY OPTION PLANS") that is outstanding immediately prior to the Effective Time, whether or not then exercisable, shall be cancelled as of the Effective Time. As of the Effective Time, each such Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock under the HP 2000 Stock Plan (collectively, the "NEW PARENT STOCK OPTIONS") in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Stock Option assumed by Parent shall be subject to, and exercisable upon, the same terms and conditions as under the applicable Company Option Plan and the applicable option agreement issued thereunder, except that is outstanding (A) each assumed Company Stock Option shall be exercisable for, and unexercised immediately prior represent the right to acquire, that number of shares of Parent Common Stock (rounded down to the Effective Time shall be canceled without any action on the part of any holder of any Company Option in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto nearest whole share) equal to the product of (Ai) the number of shares of Company Common Stock subject to such Company Stock Option as of immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; and (B) the excess, if any, exercise price per share of the Offer Price over Parent Common Stock subject to each assumed Company Stock Option shall be an amount equal to (i) the exercise price per share of Company Common Stock subject to such Company Option, less any required withholding Taxes (the “Stock Option Cash Payment,” and the sum of all such payments, the “Total Option Cash Payments”). As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in respect thereof. (b) Immediately following the Effective Time, Parent shall cause the Surviving Corporation to pay through its payroll systems the applicable Option Cash Payments, if any, to the holders of Company Options, subject to Section 3.4. (c) As soon as practicable following the date of this Agreement, and in any event prior to the Effective Time, the Company shall take all actions necessary to (i) terminate the ESPP as of the Effective Time and, in accordance with the terms of the ESPP, provide that any “Purchase Period” (within the meaning of the ESPP) in process on the Merger Closing Date shall end as of immediately prior to the Effective Time, with such pro-rata adjustments as may be necessary to reflect a shortened Purchase Period, but otherwise treating such shortened Purchase Period as a fully effective and completed Purchase Period for all purposes under the ESPP, (ii) provide that participants may not increase their payroll deductions or purchase elections prospectively and (iii) provide that no Purchase Period shall commence under the ESPP following the date hereof. Any shares of Company Common Stock acquired as a result of the completion of the Purchase Period that ends as of effect immediately prior to the Effective Time divided by (ii) the Exchange Ratio (rounded up to the nearest whole cent). A listing of all outstanding Company Options as of October 24, 2000 is set forth in Section 3.6 of the disclosure schedule delivered by the Company to Parent (the "DISCLOSURE SCHEDULE") showing the per share exercise price and the date upon which each Company Option expires. (b) If and to the extent necessary or required by the terms of the Company Option Plans or pursuant to the terms of any Company Stock Option granted thereunder, each of Parent, Sub and the Company shall use its commercially reasonable efforts to obtain the consent of each holder of outstanding Company Stock Options to the foregoing treatment of such Company Stock Options. (c) The Company, Parent and Sub agree that each of the Company Option Plans and agreements shall be treated amended, to the extent necessary, to reflect the transactions contemplated by this Agreement. (d) Parent, Sub and the Company shall take all such steps as outstanding may be required to cause the transactions contemplated by this Section 3.6 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Company or (ii) at the Effective Time, will become a director or officer of Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. (e) Parent shall file with the SEC as soon as practicable following the Effective Time a registration statement on Form S-8 under the Securities Act covering, to the extent applicable, the shares of Company Parent Common Stock for purposes to be issued upon the exercise of Section 3.2Company Stock Options assumed by Parent.

Stock Options; Employee Stock Purchase Plan. (a) Immediately prior to the Effective Time, the Company shall cause each Option to purchase Shares ("1994 OPTIONS") under the TechForce Corporation 1994 Incentive Stock Option Plan (the "1994 PLAN") that is outstanding but unvested to become fully vested and exercisable pursuant to the last sentence of Section 14 of the 1994 Plan. At the time of commencement of the Offer, the Company shall provide an option election form to all holders of 1994 Options substantially in the form of ANNEX C hereto. As contemplated by Annex C and in accordance with Section 14 of the Plan, each holder of a 1994 Option shall be permitted to exercise such 1994 Option, with such exercise to be effective no later than immediately prior to the Effective Time. The Company shall take all actions necessary under the 1994 Plan to cause all 1994 Options which have not been exercised prior to the Effective Time to terminate as of the Effective Time without any payment thereon. (b) Immediately prior to the Effective Time, each Company outstanding Option that is outstanding to purchase Shares ("1995 OPTIONS") under the TechForce Corporation 1995 Stock Incentive Plan (the "1995 PLAN"), whether or not then vested and unexercised immediately prior to the Effective Time exercisable, shall be canceled without any action on by the part Company pursuant to Section 3.1(d) of any the 1995 Plan, upon which cancellation each holder of any a 1995 Option shall be entitled to receive from the Company Option in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cancellation of such 1995 Option an amount in cash payment with respect thereto (less applicable withholding taxes) equal to the product of (Ai) the number of shares of Company Common Stock Shares previously subject to such Company 1995 Option as of immediately prior to the Effective Time and (Bii) the excess, if any, of the Offer Price Merger Consideration over the exercise price per share of Company Common Stock subject Share pursuant to such Company 1995 Option, less any required withholding Taxes (the “Option Cash Payment,” and the sum of all such payments, the “Total Option Cash Payments”). As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in respect thereof. (b) Immediately following the Effective Time, Parent shall cause the Surviving Corporation to pay through its payroll systems the applicable Option Cash Payments, if any, to the holders of Company Options, subject to Section 3.4. (c) As soon It is understood and agreed that the Surviving Corporation shall not issue any substitute Options as practicable following contemplated by Section 7 of the date of this Agreement, Terms and in any event prior Conditions to the Effective TimeNon-Qualified Stock Option Awards under the TechForce Corporation 1995 Outside Directors Stock Option Plan (the "DIRECTOR PLAN"). Accordingly, the Company shall take all actions necessary to (i) terminate the ESPP as of the Effective Time and, in accordance with the terms of the ESPP, provide that any “Purchase Period” (within the meaning of the ESPP) in process on the Merger Closing Date shall end as of immediately prior to the Effective Time, each outstanding Option to purchase Shares ("DIRECTOR OPTIONS") issued pursuant to the Director Plan, whether or not then vested and exercisable, shall terminate in accordance with such pro-rata adjustments Section 7, upon which termination each holder of a Director Option shall be entitled to receive from the Company in consideration for the cancellation of such Director Option an amount in cash (less applicable withholding taxes) equal to the product of (i) the number of Shares previously subject to such Director Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share pursuant to such Director Option. (d) The Company shall cause the TechForce Corporation Amended and Restated Employee Stock Purchase Plan (the "ESPP") to be suspended (and inoperative) as may be necessary of the date hereof until the Effective Time or the date this Agreement is terminated, whichever occurs first, as set forth herein. Pursuant to reflect a shortened Purchase Period, but otherwise treating such shortened Purchase Period as a fully effective and completed Purchase Period for all purposes under Section 11(b) of the ESPP, (ii) provide that participants may not increase their each participant in the ESPP shall be entitled to receive after the Closing an amount in cash equal to the net amount which such participant would have received if the total amount of payroll deductions or purchase elections prospectively and (iii) provide that no Purchase Period shall commence accumulated in such participant's account under the ESPP following up to the date hereof. Any shares of Company Common Stock acquired as a result of termination had been used to exercise the completion of option to purchase Shares under the Purchase Period that ends as of immediately prior ESPP on such date and the Shares so purchased had been sold to the Effective Time shall be treated as outstanding shares of Company Common Stock for purposes of Section 3.2at the Per Share Amount.

Stock Options; Employee Stock Purchase Plan. (a) As of the Effective Time, each Company Option that is Each outstanding and unexercised immediately option to purchase shares of Company Common Stock issued under any Company Stock Plan (collectively, the “Company Stock Options”), whether vested or unvested, as to which an option cancellation agreement (in form and substance reasonably acceptable to Company and Acquirer) providing for the cancellation of such option hereunder has been delivered prior to the Effective Time Share Acceptance, shall terminate and be canceled without any action on as of the part of any holder of any Company Option in Share Acceptance. In consideration for the right at cancellation thereof, each person who holds an exercisable Company Stock Option (including options which, by their terms, become exercisable as a result of the Effective Time Transactions hereby) shall be entitled to receive, as promptly as reasonably practicable following the Effective Timein consideration therefor, a cash payment with respect thereto promptly after the Share Acceptance (the “Cancellation Consideration”) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (Bi) the excess, if any, of the Offer Price over the per share exercise price per share of such Company Stock Option, multiplied by (ii) the aggregate number of shares of Company Common Stock then subject to such Company Stock Option, less any required withholding Taxes (. Prior to the “Option Cash Payment,” and the sum of all such paymentsShare Acceptance, the “Total Option Cash Payments”). As of the Effective Time, all Company Options and Acquirer shall no longer be outstanding and shall automatically terminate and cease cooperate in an effort to exist, and obtain an option cancellation agreement executed by each holder of a Company Stock Option in form and substance reasonably acceptable to Acquirer and to the Company. Acquirer shall cease provide to have any rights the Company the funds necessary to pay the Cancellation Consideration. Substantially concurrent with respect theretothe payment of the Cancellation Consideration, except the right Company shall issue and sell to receive Acquirer, and Acquirer shall purchase, for a purchase price equal to the Option Cash Payment in respect thereofaggregate amount of all the Cancellation Consideration paid to all such holders, the number of Shares equal to (x) the aggregate amount of such Cancellation Consideration divided by (y) the Offer Price. (b) Immediately As promptly as practicable following the Effective TimeShare Acceptance, Parent but in no event later than five Business Days thereafter, Acquirer shall cause the Surviving Corporation Cancellation Consideration to pay through its payroll systems the applicable Option Cash Payments, if any, be paid to the holders each holder of Company Options, subject to Section 3.4Stock Options who has not previously exercised his or her Company Stock Options and who has executed and delivered an option cancellation agreement. Payment of the Cancellation Consideration shall be net of any required withholding taxes and no interest shall be paid or accrue thereon. (c) As soon as practicable following the date of this Agreement, and in any event prior Prior to the Effective TimeShare Acceptance, the Company Board shall take all actions necessary adopt resolutions, in form and substance reasonably acceptable to (i) terminate the ESPP Acquirer, terminating, as of the Effective Time andShare Acceptance or an earlier date determined by the Company, the Company Employee Stock Purchase Plan in accordance with the terms of the ESPP, provide that any “Purchase Period” (within the meaning of the ESPP) in process on the Merger Closing Date shall end as of immediately prior to the Effective Time, with such pro-rata adjustments as may be necessary to reflect a shortened Purchase Period, but otherwise treating such shortened Purchase Period as a fully effective and completed Purchase Period for all purposes under the ESPP, (ii) provide that participants may not increase their payroll deductions or purchase elections prospectively and (iii) provide that no Purchase Period shall commence under the ESPP following the date hereof. Any shares of Company Common Stock acquired as a result of the completion of the Purchase Period that ends as of immediately prior to the Effective Time shall be treated as outstanding shares of Company Common Stock for purposes of Section 3.2its terms.