Common use of STOCK OPTIONS; ESPP Clause in Contracts

STOCK OPTIONS; ESPP. (a) Fifteen days prior to the Company Shareholders' Meeting, the Administrator, as such term is defined in the Company's 1994 Incentive Stock Plan, shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such fifteen day period and (ii) each such option will terminate at the end of such fifteen day period. (b) Thirty days prior to the Company Shareholders' Meeting, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP, at and as of the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(c) of the ESPP. The Company's Board of Directors shall not thereafter commence any offering period under the ESPP. (d) Parent shall grant options to purchase Parent Common Stock to employees of the Company effective upon the first meeting of Parent's Board of Directors following the Effective Time, commensurate (including with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options issued under the 1995 Director Option Plan or rights under the ESPP have no rights with respect thereto.

STOCK OPTIONS; ESPP. (a) Fifteen days At the Effective Time, Parent shall cause any Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested and whether or not the exercise price of such Company Shareholders' MeetingOption is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the Administrator, terms (as such term is defined in the Company's 1994 Incentive Stock Plan, shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such fifteen day period and (ii) each such option will terminate at the end of such fifteen day period. (b) Thirty days prior to the Company Shareholders' Meeting, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP, at and effect as of the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(cthis Agreement) of the ESPP. The Company's Board of Directors shall not thereafter commence any offering period stock incentive plan under the ESPP. (d) Parent shall grant options to purchase Parent Common Stock to employees of the which such Company effective upon the first meeting of Parent's Board of Directors following the Effective Time, commensurate (including with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to Option was issued and the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the stock option agreement by which such Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from Option is evidenced. From and after the Effective Time, holders (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be equal to the number of shares of Company Options issued Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iii) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding up to the nearest whole cent, and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions contemplated by this Agreement under the 1995 Director express terms (as in effect on the date of this Agreement) of the stock incentive plan under which such Company Option Plan was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or rights subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the ESPP have no rights with respect thereto.terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to the

STOCK OPTIONS; ESPP. (a) Fifteen days Each Company Stock Option outstanding immediately prior to the Company Shareholders' MeetingEffective Time shall, the Administrator, as such term is defined in the Company's 1994 Incentive Stock Plan, shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing of connection with the Merger, be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Effective Time (including any repurchase rights or vesting provisions), provided that (i) each such option Company Stock Option shall be fully exercisable during for that number of whole common shares, no par value, of Parent (the “Parent Common Shares”) (rounded down to the nearest whole number) equal to the product of the number of shares of Company Common Stock that were subject to such fifteen day period Company Stock Option immediately prior to the Effective Time multiplied by a fraction, the numerator of which is the Merger Consideration and the denominator of which is the last closing price of a Parent Common Share on the Nasdaq National Market immediately preceding the Closing (the “Option Exchange Ratio”) and (B) the per share exercise price for the Parent Common Shares issuable upon exercise of such assumed Company Stock Option shall be equal to (i) the exercise price per share of Company Common Stock applicable to such Company Stock Option immediately prior to the Effective Time, divided by (ii) each such option will terminate at the end of such fifteen day periodOption Exchange Ratio. (b) Thirty days The Company shall terminate the ESPP in accordance with its terms as of or prior to the Company Shareholders' Meeting, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day periodEffective Time. (c) The Company's Board Company shall cause all rights, stock options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP, at and as of the date capital stock or other securities of the Company Shareholders' Meeting and shall timely provide the notice or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to all participants relating thereto required under Section 18(c) subscribe for or acquire, any securities of the ESPP. The Company's Board Company or any of Directors shall not thereafter commence any offering period its Subsidiaries, in each case, other than Company Stock Options granted under the ESPPCompany Stock Options Plans (which are to be treated in accordance with Section 2.9(a)) and the ESPP (which are to be treated in accordance with Section 2.9(b)), to be cancelled prior to the Effective Time without any payment being made therefor. (d) Parent shall grant options Prior to purchase Parent Common Stock to employees of the Company effective upon the first meeting of Parent's Board of Directors following the Effective Time, commensurate (including with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent Company shall take all reasonable actions that are necessary or appropriate to ensure that from give effect to the transactions contemplated by Section 2.9(a) and after the Effective Time Section 2.9(b). The Company agrees to take all employees of the actions necessary or advisable to cause all Company shall be entitled Stock Options to participate in the ESPP of Parentremain unchanged, except as provided herein. (e) The Parent shall file a registration statement on Form S-8 for the Parent Common Shares issuable with respect to assumed Company shall take all action that may be necessary (under the plans pursuant to which Company Stock Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and held by current employees as soon as reasonably practicable after the Effective Time, holders Time to the extent the Parent Common Shares issuable upon exercise of such Company Stock Options issued under the 1995 Director Option Plan or rights under the ESPP have no rights with respect theretoqualify for registration on Form S-8.

STOCK OPTIONS; ESPP. (aA) Fifteen days Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, however, that, to the extent consistent with applicable Legal Requirements, any Company Shareholders' MeetingOption held by a person who, immediately prior to the AdministratorEffective Time, does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the "Assumed Options"). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of Parent Shares subject to each Assumed Option shall be determined as follows: (i) the number of Parent Shares subject to such Assumed Option shall be equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time divided by (y) the Option Conversion Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Assumed Options contemplated by this Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time. (B) Notwithstanding anything to the contrary in Section 5.9(a) above, in the event that the conversion of a Company Option as set forth in Section 5.9(a) above would result in a per-share exercise price of the corresponding Assumed Option of less than three percent (3%) of the Parent Share Price at the Effective Time, then such Company Option shall be cancelled and terminated in exchange for a cash payment (without interest) equal to the aggregate excess, if any, of the Offer Price over the exercise price of such Company Option immediately prior to the Effective Time. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Company Options contemplated by this Section 5.9(b), including ensuring that the Compensation Committee has duly approved the accelerated vesting and cash settlement of such Company Options as an Employment Compensation Arrangement. (C) The Company shall amend the Company ESPP, as necessary, (i) to provide that prior to the Effective Time, outstanding purchase rights under the Company ESPP shall be exercised in accordance with the terms of the Company ESPP and each Company Share purchased pursuant to such term is defined in the Company's 1994 Incentive Stock Plan, exercise shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing by virtue of the Merger, (i) each such option shall and without any action on the part of the holder thereof, be fully exercisable during such fifteen day period converted into the right to receive the Merger Consideration, and (ii) each such option will terminate at to provide that, as and after the end of such fifteen day perioddate hereof, no further offering periods or purchase periods shall commence. (b) Thirty days prior to the Company Shareholders' Meeting, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP, at and as of the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(c) of the ESPP. The Company's Board of Directors shall not thereafter commence any offering period under the ESPP. (dD) Parent shall grant options to purchase Parent Common Stock to employees of file with the Company effective upon the first meeting of Parent's Board of Directors SEC, as soon as practicable, but in no event later than 10 business days, following the Effective Time, commensurate (including a registration statement on Form S-8 with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (Shares issuable under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company any Assumed Options issued under this Section 5.9 and shall use commercially reasonable efforts to maintain the 1995 Director Option Plan or rights under the ESPP have no rights with respect theretoeffectiveness of such registration statement for as long as there are any Parent Shares issuable thereunder.

STOCK OPTIONS; ESPP. At the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under Company's Amended and Restated 1994 Stock Incentive Plan (athe "Incentive Plan") Fifteen days prior (a true and correct copy of which, together with forms of all applicable stock option agreements, has been made available by Company to Parent), whether or not then exercisable (the "Options"), shall, in settlement thereof, receive for each share of Common Stock subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the Company Shareholders' Meetingdifference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Surviving Corporation will provide instructions to the holders of Options as soon as practicable after the Effective Time, in order to permit Option holders to receive the AdministratorOption Consideration. Payment for Options shall be made by Surviving Corporation, subject to the terms and conditions of this Agreement, as such term is defined in soon as practicable after the Company's 1994 Incentive Stock Plan, shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing Effective Time. Upon receipt of the MergerOption Consideration therefor, each Option shall be deemed canceled. The surrender of an Option to Surviving Corporation in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, Company shall take all action necessary to (i) each such option shall be fully exercisable during such fifteen day period terminate the Incentive Plan effective as of the Effective Time, and (ii) each such option will terminate at cause, pursuant to Section 8 of the end Incentive Plan, all outstanding Options to, effective as of such fifteen day period. (b) Thirty days prior the Effective Time, represent the right, upon exercise, to receive an amount in cash equal to the Company Shareholders' MeetingOption Consideration and no longer represent the right to receive, upon exercise, Common Stock or any other equity securities of Company, Parent, Surviving Corporation or any other person. On December 27, 2001, the Company's Board of Directors shall give notice to all holders of options issued under Company suspended the Company's 1995 Director Option Company Employee Stock Purchase Plan that(the "ESPP") effective as of December 31, contingent upon the closing 2001 and as of the Mergerdate of this Agreement, no Purchase Period (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such that term is defined in the ESPP, at and as of the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(c) of the ESPPis presently pending. The Company's Board of Directors shall not thereafter commence any offering period under the ESPP. (d) Parent shall grant options to purchase Parent Common Stock to employees of the Company effective upon the first meeting of Parent's Board of Directors following the Effective Time, commensurate (including with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary to (under i) continue the plans suspension of the ESPP until the earlier of (A) the Effective Time (and as a result, cause no Purchase Period to commence), or (B) the termination of this Agreement pursuant to which Article VIII, and (ii) cause the ESPP to be terminated effective as of the Effective Time. Notwithstanding the foregoing, Parent and any employee of Company Options are outstanding and otherwiseor its Significant Subsidiary (as defined in Section 4.1(b)) may, prior to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders agree in writing with Parent that all or a portion of Company the Options issued under held by such employee shall, in lieu of being canceled in consideration for the 1995 Director payment of the Option Plan Consideration, be exchanged for or rights under converted into options to acquire equity securities of Parent in a manner to be agreed to between Parent and such employee. In such event, the ESPP have no rights with Surviving Corporation shall not make any payment of Option Consideration in respect theretoof such converted or exchanged Options.

STOCK OPTIONS; ESPP. (a) Fifteen days Pursuant to this Agreement, each Company Option outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, however, that, to the extent consistent with applicable Legal Requirements, any Company Shareholders' MeetingOption held by a person who, immediately prior to the AdministratorEffective Time, does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and exercisable unless and until such term is defined person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the “Assumed Options”). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the Company's 1994 Incentive Stock Planapplicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of Parent Shares subject to each Assumed Option shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing of the Merger, be determined as follows: (i) each the number of Parent Shares subject to such option Assumed Option shall be fully exercisable during such fifteen day period equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to the product of (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time and (y) the Price Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Assumed Options contemplated by this Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time, provided that the parties acknowledge and agree that Assumed Options will terminate not qualify under Section 422 of the Code if the Parent Share Price at the end of such fifteen day periodEffective Time is less than the Parent Share Price on the date hereof. (b) Thirty days Notwithstanding anything to the contrary in Section 5.9(a) above, in the event that the conversion of a Company Option as set forth in Section 5.9(a) above would result in a per-share exercise price of the corresponding Assumed Option of less than three percent (3%) of the Parent Share Price at the Effective Time, then such Company Option shall be cancelled and terminated in exchange for a cash payment (without interest) equal to the aggregate excess, if any, of the Offer Price over the exercise price of such Company Option immediately prior to the Effective Time. The Company Shareholders' Meetingshall, prior to the Company's Board of Directors shall Acceptance Time, take all action and give notice any notices necessary to all holders of options issued under effect the Company's 1995 Director Option Plan that, contingent upon the closing treatment of the MergerCompany Options contemplated by this Section 5.9(b), (i) each such option shall be fully exercisable during such thirty day period including ensuring that the Compensation Committee has duly approved the accelerated vesting and (ii) each such option shall terminate at the end cash settlement of such thirty day periodCompany Options as an Employment Compensation Arrangement. (c) The Company's Board of Directors Company shall shorten amend the offering periods then in progress Company ESPP, as necessary, (i) to provide that prior to the Effective Time, outstanding purchase rights under the Company ESPP by setting a New Exercise Date, as such term is defined shall be exercised in accordance with the ESPP, at and as of the date terms of the Company Shareholders' Meeting ESPP and each Company Share purchased pursuant to such exercise shall timely provide the notice to all participants relating thereto required under Section 18(c) by virtue of the ESPP. The Company's Board Merger, and without any action on the part of Directors the holder thereof, be converted into the right to receive the Merger Consideration, and (ii) to provide that, as and after the date hereof, no further offering periods or purchase periods shall not thereafter commence any offering period under the ESPPcommence. (d) Parent shall grant options to purchase Parent Common Stock to employees of file with the Company effective upon the first meeting of Parent's Board of Directors Securities and Exchange Commission, as soon as practicable, but in no event later than 10 business days, following the Effective Time, commensurate (including a registration statement on Form S-8 with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (Shares issuable under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company any Assumed Options issued under this Section 5.9 and shall use commercially reasonable efforts to maintain the 1995 Director Option Plan or rights under the ESPP have no rights with respect theretoeffectiveness of such registration statement for as long as there are any Parent Shares issuable thereunder.

STOCK OPTIONS; ESPP. Prior to the Effective Time, Company shall take, or shall cause to be taken, all actions necessary, including, without limitation, the amendment of the Company Stock Plans (aas defined in Section 3.1(b)) Fifteen days effective as of the Effective Time described in Section 2.1(d) of the Company Disclosure Schedules (as defined in Section 3.1), to terminate (to the extent applicable), effective as of the Effective Time, the Company Stock Plans as to future grants and to cause each option to purchase Common Shares (each, a “Company Option”) outstanding immediately prior to the Company Shareholders' MeetingEffective Time, whether vested or unvested, to be canceled at the AdministratorEffective Time and to thereafter represent the right to receive, at the Effective Time or as such term is defined soon as practicable thereafter, but in the Company's 1994 Incentive Stock Planno event later than March 15, shall give notice to all holders of Company Options issued under such plan that2011, contingent upon the closing in full satisfaction of the Mergerrights of the holder with respect thereto, an amount in cash equal to (i) each the product of (A) the number of Common Shares subject to such option shall be fully exercisable during Company Option immediately prior to the Effective Time, multiplied by (B) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of Company Shares previously subject to such fifteen day period and Company Option, less (ii) each such option will terminate at amounts as may be required to be withheld or deducted under the end Code or any provision of any other applicable Tax Law with respect to the making of such fifteen day period. payment. Immediately following the Effective Time, Parent shall assume the Company Stock Plans and any rights, obligations and liabilities (bcontingent or otherwise) Thirty days of Company thereunder, with such assumption being effective as of the Effective Time, and the Parent Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Board of Directors or any committee thereof with respect to the Company Stock Plans. In accordance with the terms of Company’s 2008 Employee Stock Purchase Plan (the “ESPP”), immediately prior to the Company Shareholders' MeetingEffective Time, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, then-current “Purchase Interval” (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP), if any, shall terminate and each participant’s payroll deductions for such Purchase Interval shall be applied to the purchase of Common Shares at the applicable purchase price and as of in accordance with the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(c) terms of the ESPP. The Company's Board of Directors shall not thereafter commence any offering period under the ESPP. (d) Parent shall grant options to purchase Parent Common Stock to employees of the Company effective upon the first meeting of Parent's Board of Directors following the Effective Time, commensurate (including with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options issued under the 1995 Director Option Plan or rights under the ESPP have no rights with respect thereto.

STOCK OPTIONS; ESPP. (aA) Fifteen days Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, however, that, to the extent consistent with applicable Legal Requirements, any Company Shareholders' MeetingOption held by a person who, immediately prior to the AdministratorEffective Time, does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the "Assumed Options"). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of Parent Shares subject to each Assumed Option shall be determined as follows: (i) the number of Parent Shares subject to such Assumed Option shall be equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time divided by (y) the Option Conversion Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Effective Time, take all action and give any notices necessary to effect the treatment of the Assumed Options contemplated by this Section 5.9(a). It is the intention of the parties that, to the extent possible under the circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time. (B) Notwithstanding anything to the contrary in Section 5.9(a) above, in the event that the conversion of a Company Option as set forth in Section 5.9(a) above would result in a per-share exercise price of the corresponding Assumed Option of less than three percent (3%) of the Parent Share Price at the Effective Time, then such Company Option shall be cancelled and terminated in exchange for a cash payment (without interest) equal to the aggregate excess, if any, of the Merger Consideration over the exercise price of such Company Option immediately prior to the Effective Time. The Company shall, prior to the Effective Time, take all action and give any notices necessary to effect the treatment of the Company Options contemplated by this Section 5.9(b). (C) The Company shall amend the Company ESPP, as necessary, (i) to provide that prior to the Effective Time, outstanding purchase rights under the Company ESPP shall be exercised in accordance with the terms of the Company ESPP and each Company Share purchased pursuant to such term is defined in the Company's 1994 Incentive Stock Plan, exercise shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing by virtue of the Merger, (i) each such option shall and without any action on the part of the holder thereof, be fully exercisable during such fifteen day period converted into the right to receive the Merger Consideration, and (ii) each such option will terminate at to provide that, as and after the end of such fifteen day perioddate hereof, no further offering periods or purchase periods shall commence. (b) Thirty days prior to the Company Shareholders' Meeting, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP, at and as of the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(c) of the ESPP. The Company's Board of Directors shall not thereafter commence any offering period under the ESPP. (dD) Parent shall grant options to purchase Parent Common Stock to employees of file with the Company effective upon the first meeting of Parent's Board of Directors Securities and Exchange Commission, as soon as practicable, but in no event later than 10 business days, following the Effective Time, commensurate (including a registration statement on Form S-8 with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (Shares issuable under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company any Assumed Options issued under this Section 5.9 and shall use commercially reasonable efforts to maintain the 1995 Director Option Plan or rights under the ESPP have no rights with respect theretoeffectiveness of such registration statement for as long as there are any Parent Shares issuable thereunder.

STOCK OPTIONS; ESPP. (aA) Fifteen days Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, however, that, to the extent consistent with applicable Legal Requirements, any Company Shareholders' MeetingOption held by a person who, immediately prior to the AdministratorEffective Time, does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the "Assumed Options"). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of Parent Shares subject to each Assumed Option shall be determined as follows: (i) the number of Parent Shares subject to such Assumed Option shall be equal to the A-43 product of (x) the number of Company Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time divided by (y) the Option Conversion Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Assumed Options contemplated by this Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time. (B) Notwithstanding anything to the contrary in Section 5.9(a) above, in the event that the conversion of a Company Option as set forth in Section 5.9(a) above would result in a per-share exercise price of the corresponding Assumed Option of less than three percent (3%) of the Parent Share Price at the Effective Time, then such Company Option shall be cancelled and terminated in exchange for a cash payment (without interest) equal to the aggregate excess, if any, of the Offer Price over the exercise price of such Company Option immediately prior to the Effective Time. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Company Options contemplated by this Section 5.9(b), including ensuring that the Compensation Committee has duly approved the accelerated vesting and cash settlement of such Company Options as an Employment Compensation Arrangement. (C) The Company shall amend the Company ESPP, as necessary, (i) to provide that prior to the Effective Time, outstanding purchase rights under the Company ESPP shall be exercised in accordance with the terms of the Company ESPP and each Company Share purchased pursuant to such term is defined in the Company's 1994 Incentive Stock Plan, exercise shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing by virtue of the Merger, (i) each such option shall and without any action on the part of the holder thereof, be fully exercisable during such fifteen day period converted into the right to receive the Merger Consideration, and (ii) each such option will terminate at to provide that, as and after the end of such fifteen day perioddate hereof, no further offering periods or purchase periods shall commence. (b) Thirty days prior to the Company Shareholders' Meeting, the Company's Board of Directors shall give notice to all holders of options issued under the Company's 1995 Director Option Plan that, contingent upon the closing of the Merger, (i) each such option shall be fully exercisable during such thirty day period and (ii) each such option shall terminate at the end of such thirty day period. (c) The Company's Board of Directors shall shorten the offering periods then in progress under the ESPP by setting a New Exercise Date, as such term is defined in the ESPP, at and as of the date of the Company Shareholders' Meeting and shall timely provide the notice to all participants relating thereto required under Section 18(c) of the ESPP. The Company's Board of Directors shall not thereafter commence any offering period under the ESPP. (dD) Parent shall grant options to purchase Parent Common Stock to employees of file with the Company effective upon the first meeting of Parent's Board of Directors SEC, as soon as practicable, but in no event later than 10 business days, following the Effective Time, commensurate (including a registration statement on Form S-8 with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (Shares issuable under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company any Assumed Options issued under this Section 5.9 and shall use commercially reasonable efforts to maintain the 1995 Director Option Plan or rights under the ESPP have no rights with respect theretoeffectiveness of such registration statement for as long as there are any Parent Shares issuable thereunder.

STOCK OPTIONS; ESPP. (a) Fifteen days Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, however, that, to the extent consistent with applicable Legal Requirements, any Company Shareholders' MeetingOption held by a person who, immediately prior to the AdministratorEffective Time, does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and exercisable unless and until such term is defined person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the “Assumed Options”). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the Company's 1994 Incentive Stock Planapplicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of Parent Shares subject to each Assumed Option shall give notice to all holders of Company Options issued under such plan that, contingent upon the closing of the Merger, be determined as follows: (i) each the number of Parent Shares subject to such option Assumed Option shall be fully exercisable during such fifteen day period equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) each such option will terminate at the end per-share exercise price of such fifteen day periodAssumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time divided by (y) the Option Conversion Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Assumed Options contemplated by this Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time. (b) Thirty days Notwithstanding anything to the contrary in Section 5.9(a) above, in the event that the conversion of a Company Option as set forth in Section 5.9(a) above would result in a per-share exercise price of the corresponding Assumed Option of less than three percent (3%) of the Parent Share Price at the Effective Time, then such Company Option shall be cancelled and terminated in exchange for a cash payment (without interest) equal to the aggregate excess, if any, of the Offer Price over the exercise price of such Company Option immediately prior to the Effective Time. The Company Shareholders' Meetingshall, prior to the Company's Board of Directors shall Acceptance Time, take all action and give notice any notices necessary to all holders of options issued under effect the Company's 1995 Director Option Plan that, contingent upon the closing treatment of the MergerCompany Options contemplated by this Section 5.9(b), (i) each such option shall be fully exercisable during such thirty day period including ensuring that the Compensation Committee has duly approved the accelerated vesting and (ii) each such option shall terminate at the end cash settlement of such thirty day periodCompany Options as an Employment Compensation Arrangement. (c) The Company's Board of Directors Company shall shorten amend the offering periods then in progress Company ESPP, as necessary, (i) to provide that prior to the Effective Time, outstanding purchase rights under the Company ESPP by setting a New Exercise Date, as such term is defined shall be exercised in accordance with the ESPP, at and as of the date terms of the Company Shareholders' Meeting ESPP and each Company Share purchased pursuant to such exercise shall timely provide the notice to all participants relating thereto required under Section 18(c) by virtue of the ESPP. The Company's Board Merger, and without any action on the part of Directors the holder thereof, be converted into the right to receive the Merger Consideration, and (ii) to provide that, as and after the date hereof, no further offering periods or purchase periods shall not thereafter commence any offering period under the ESPPcommence. (d) Parent shall grant options to purchase Parent Common Stock to employees of file with the Company effective upon the first meeting of Parent's Board of Directors SEC, as soon as practicable, but in no event later than 10 business days, following the Effective Time, commensurate (including a registration statement on Form S-8 with respect to vesting) with option grants to newly hired employees at similar grade levels. Subject to the terms of Parent's ESPP and applicable law, Parent shall take all reasonable actions to ensure that from and after the Effective Time all employees of the Company shall be entitled to participate in the ESPP of Parent. (e) The Company shall take all action that may be necessary (Shares issuable under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company any Assumed Options issued under this Section 5.9 and shall use commercially reasonable efforts to maintain the 1995 Director Option Plan or rights under the ESPP have no rights with respect theretoeffectiveness of such registration statement for as long as there are any Parent Shares issuable thereunder.