Common use of Stock Options Clause in Contracts

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.

Stock Options. (a) At As of the Effective Time, each outstanding outstanding, unexercised stock option or warrant to purchase Shares (a "Company Stock Option" or collectively ") issued under the Company's Amended and Restated 1987 Stock Option Plan (the "1987 Plan"), the 1989 Time Accelerated Restricted Stock Option Plan (the "TARSOP"), the 1993 Stock Option Plan for Non-Employee Directors (the "Director Plan") and the 1997 Stock Option Plan (the "1997 Plan") (collectively, the "Company Stock OptionsOption Plans") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive shall terminate and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as canceled and each holder of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each a Company Stock Option shall be deemed entitled to constitute an option receive, in consideration therefor, a cash payment from the Company (which payment shall be made as soon as practicable after the Effective Time) equal to acquirethe product of (a) the excess, on if any, of (x) the same terms and conditions as were applicable under Merger Consideration over (y) the per Share exercise price of such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to times (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (ib) the number of Eligible Shares otherwise purchasable pursuant (as defined below) subject to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case . Such cash payment shall be net of any option to which Section 421 required withholding taxes. Notwithstanding the foregoing, any Director of the Code applies by reason of its qualification under Section 422 Company who is not also an employee of the Code Company may make any payment of any taxes incurred as a result of receipt of such cash payment and direct the Company not to withhold any portion thereof, provided that any such Director agrees in writing to indemnify the Company against any claim made against the Company for the failure by such Director to make such tax payment. The term "Eligible Shares" shall mean, ("incentive stock options" or "ISOs" i) with respect to any Company Stock Option granted under the option price1987 Plan, the number of shares purchasable pursuant Shares subject to such option and the terms and conditions of exercise of as to which such option shall then be determined in order to comply with Section 424(a) vested and exercisable as of the CodeEffective Date, and (ii) with respect to any Company Stock Option granted under the TARSOP, the Director Plan or the 1997 Plan, the aggregate number of Shares that shall then be subject to such option. The Company's obligation to make any such cash payment (1) shall be subject to the obtaining of any necessary consents of optionees to the cancellation of such Company Stock Options, in form and substance satisfactory to Parent, and (2) shall not require any action which violates any of the Company Stock Option Plans. As of the Effective Time, each of the Company Stock Option Plans and the Company's 1992 Employee Stock Purchase Plan (the "ESPP") shall terminate and be of no further force or effect, and the Company shall take such action as shall be necessary to ensure, to Parent's reasonable satisfaction, that no holder of a Company Stock Option or participant in the ESPP will have any right to acquire any interest in the Surviving Corporation under the Company Stock Option Plans or the ESPP.

Stock Options. (a) At The Company shall take, and Parent shall cooperate with the Company in taking, all steps to amend Company Options so that at the Effective Time, each Company Option which is outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant and unexercised immediately prior to the Company's 1988 Effective Time shall cease to represent a right to acquire Company Common Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time automatically into options or warrants, as applicable, an option to purchase shares of Parent common stock (“Parent Common Stock in accordance with Stock”) and Parent shall assume each such Company Option (hereinafter, “Assumed Option”) subject to the terms of this Section 1.11. All plans the stock option plan or agreements described above program and the agreement pursuant to which any Company Stock such Assumed Option has been issued or is outstanding, as such stock option plan, program and/or agreement may be issued other than outstanding warrants are referred amended pursuant to collectively as Section 6.3(c). Notwithstanding the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquireforegoing, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to (i) the number of shares of Parent Common Stock that the holder purchasable upon exercise of such Company Stock Assumed Option would have been entitled to receive pursuant shall be equal to the Merger had number of shares of Company Common Stock that were purchasable upon exercise of such holder exercised such option or warrant in full Assumed Option immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by the Exchange Ratio (as defined in Exhibit A), and rounded down to the nearest whole share, and (ii) the per share exercise price under each such Assumed Option shall be adjusted by dividing the per share exercise price under each such Assumed Option by the Exchange Ratio; provided, however, that in and rounding up to the nearest cent . In the case of any option to which Section 421 of the Code applies by reason of its qualification under Assumed Option that is an “incentive stock option” (as defined in Section 422 of the Code ("incentive stock options" or "ISOs" ) Code), the option exercise price, the number of shares of Parent Common Stock purchasable pursuant to such option Assumed Option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.

Stock Options. (a) At Subsequent to the Effective Timeeffectiveness of the Form 10, but prior to the consummation of the Distribution, and subject to the consummation of the Distribution, each outstanding option or warrant to purchase Shares ALTISOURCE Common Stock (a "Company Stock Option" or collectively "Company “ALTISOURCE Stock Options"”) issued pursuant granted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, and ALTISOURCE shall cause (to the Company's 1988 maximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive FAS123R and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as Section 409A of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute Internal Revenue Code: (i) an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, acquire a number of shares of Parent Residential Class B Common Stock equal to the product of (x) the number of shares of Parent ALTISOURCE Common Stock that subject to the holder of such Company ALTISOURCE Stock Option would have been entitled to receive pursuant to the Merger had held by such holder exercised such option or warrant in full immediately prior to on the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by Distribution Date and (y) the product distribution ratio of one (i1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the number of Shares otherwise purchasable pursuant “Residential Stock Options”), with an exercise price to such Company Stock Option, multiplied by be determined in a manner consistent with this Section 3.04 and (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 adjustment of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise price of such option shall holder’s ALTISOURCE Stock Option, to be determined in order to comply a manner consistent with this Section 424(a3.04 (the “Adjusted ALTISOURCE Stock Options”) of (the CodeResidential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution Stock Options”).

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares shares of Company Common Stock (a "Company Stock Option" or collectively or, collectively, "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementstock option plans listed on Schedule 1.10 hereto (the "Company Plans"), whether vested or unvested, shall be converted as cancelled and, in lieu thereof, Parent shall issue to each holder of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any a Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option (each, a "Parent Option"), to acquire, on substantially the same terms and subject to substantially the same conditions as were applicable under such Company Stock Option, a including, without limitation, term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, acceleration and termination provisions, the same number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, at a price per share equal to (xy) the aggregate exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (iz) the number of Shares otherwise full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option exercise price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined adjusted, if necessary, in order to comply with Section 424(a) 424 of the CodeCode and provided, further, however, that the number of shares of Parent Common Stock that may be purchased upon exercise of any such Parent Option shall not include any fractional share and, upon exercise of the Parent Option, a cash payment shall be made for any fractional share based upon the average closing price for Parent Common Stock as reported on the Nasdaq Stock Market (or any subsequent national securities exchange on which shares of Parent Common Stock are listed for trading) for the five trading days immediately preceding the date of exercise. Employment with the Company shall be credited to the optionees for purposes of determining the number of vested shares of Parent Common Stock subject to exercise under converted Company Options after the Effective Time. None of the Company Stock Options that are unvested at the Effective Time shall become vested as a result of the execution and delivery of this Agreement or the consummation of the Merger.

Stock Options. Prior to the Effective Time, the Company shall take all actions necessary to provide, effective as of the Effective Time, for the cancellation, on the terms and conditions set forth in this Section 1.09(a) and without any payment therefor except as otherwise provided in this Section 1.09(a), of all Stock Options held by the Principal Stockholder that are outstanding at the Effective Time (awhether or not then exercisable) At (each such Stock Option being, an “Affiliate Stock Option“). As of the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Affiliate Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, (whether vested or unvested, ) shall be converted as of cancelled (and to the Effective Time into options or warrantsextent formerly so exercisable shall no longer be exercisable) and shall entitle each holder thereof, as applicablein cancellation and settlement therefor, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, receive a number of shares of Parent Common Class A Stock, as of the Effective Time, determined by dividing (i) the product of (A) the amount, if any, by which the Merger Consideration exceeds the exercise price per share with respect to such Affiliate Stock equal Options, and (B) the total number of shares of Company Stock then issuable upon the exercise of such Affiliate Stock Options (whether or not then vested or exercisable), by (ii) the Merger Consideration; provided, that the obligations of the Principal Stockholder in respect of any withholding taxes due upon receipt of the shares of Class A Stock pursuant to this Section 1.09(a) shall be satisfied by reducing the number of shares of Parent Common Class A Stock that the holder of such Company Stock Option would have been entitled to receive otherwise deliverable pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at this Section 1.09(a) by a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company number of shares of Class A Stock Option divided determined by (y) the product of dividing (i) the number minimum statutory amount that the Company is required to withhold upon the delivery of Shares otherwise purchasable shares of Class A Stock pursuant to such Company Stock Optionthis Section 1.09(a), multiplied by (ii) the Exchange Ratio; providedMerger Consideration, however, and the Company shall remit all amounts that the Company is required to withhold upon the delivery of shares of Class A Stock pursuant to this Section 1.09(a) to the applicable taxing authorities in the case a timely manner. Any shares of Class A Stock delivered in respect of any option to which Affiliate Stock Option in accordance with this Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" 1.09(a) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined deemed to be Excluded Shares and shall be cancelled at the Effective Time in order to comply accordance with Section 424(a) of the Code1.07.

Stock Options. (a) At The terms of each outstanding option to purchase shares of Caremark Stock under any employee stock option or compensation plan or arrangement of Caremark (a “Caremark Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Caremark Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of outstanding immediately prior to the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Caremark Stock Option, a the same number of whole shares of Parent Common CVS Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Caremark Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Caremark Stock Option in full immediately prior to the Effective Time Time, at a price per share of CVS Stock equal to (xi) the aggregate exercise price for the Shares shares of Caremark Stock otherwise purchasable pursuant to such Company Caremark Stock Option divided by (yii) the product of (i) the aggregate number of Shares otherwise whole shares of CVS Stock deemed purchasable pursuant to such Company so adjusted Caremark Stock OptionOption rounded up to the nearest whole cent; provided that the option price, multiplied by (ii) the Exchange Ratio; provided, however, that number of shares purchasable pursuant to each such so adjusted option and the terms and conditions of exercise of each such so adjusted option shall be determined in order to comply with Section 409A of the case of Code and for any option Caremark Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to each such so adjusted option and the terms and conditions of exercise of each such so adjusted option shall be determined in order to comply with Section 424(a) 424 of the Code.

Stock Options. (a) All options (individually, a "Company Option" and collectively, the "Company Options") outstanding at the Effective Time under the 1992 Stock Option Plan of the Company (the "Company Plan") shall remain outstanding following the Effective Time. At the Effective Time, each outstanding such Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder of such Company Options, be assumed by Parent in such manner that Parent (a) is a corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code; or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options"b) issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as extent that Section 424 of the Code does not apply to any such Company Options, would be such a corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to such option. At the Effective Time into options or warrantsTime, as applicable, (i) all references in the Company Plan to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an refer to Parent and (ii) as soon as practicable, but in no event later than 30 days following the Effective Time, Parent shall issue to each holder of a Company Option a document evidencing the assumption of such option to acquireby Parent in accordance herewith. Each Company Option assumed by Company (as assumed, on the "Parent Options") shall be exercisable upon the same terms and conditions including, without limitation, vesting, as were under the Company Plan and the applicable under option agreement issued thereunder, except that (x) each such Company Stock Option, a Option shall be exercisable for that whole number of shares of Parent Common Stock equal (rounded down to the nearest whole share) into which the number of shares of Parent Company Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by would be converted under Section 1.8 of this Agreement; and (y) the product option price per share of (i) Parent Common Stock shall be an amount equal to the number option price per share of Shares otherwise purchasable pursuant the Company Common Stock subject to such Company Stock Option, multiplied Option in effect immediately prior to the Effective Time divided by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code Ratio ("incentive stock options" or "ISOs" ) the option priceprice per share, as so determined, being rounded upward to the number nearest full cent). The date of shares purchasable pursuant to such option and the terms and conditions grant of exercise of such option each Parent Option shall be determined in order to comply with Section 424(a) the date on which the corresponding Company Option was granted. A cash payment shall be made for any fractional share based upon the last reported sale price per share of Parent Common Stock on the CodeTrading Day immediately preceding the date of exercise.

Stock Options. (a) At The Company has reserved 1,066,824 shares of Common Stock for issuance under the Effective TimeStock Plans, each of which options with respect to 953,281 shares are outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms date of this Agreement. Section 1.11. All plans 2.2(b) of the Disclosure Schedule accurately sets forth, with respect to each Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Option and whether such holder is an employee or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as non-employee; (ii) the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a total number of shares of Parent Common Stock equal that are subject to such Option and the number of shares of Parent Common Stock that with respect to which such Option is immediately exercisable; (iii) the holder date on which such Option was granted and the term of such Company Stock Option; (iv) the vesting schedule for such Option would have been entitled and whether the vesting of such Option shall be subject to receive pursuant to any acceleration in connection with the Merger had such holder exercised such option or warrant in full immediately prior to any of the Effective Time at a other transactions contemplated by this Agreement; (v) the exercise price per share equal to of Common Stock purchasable under such Option; and (xvi) the aggregate exercise price for the Shares otherwise purchasable pursuant to whether such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that is an “incentive stock option” as defined in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code or subject to Section 409A of the Code. Each grant of an Option was duly authorized no later than the date on which the grant of such Option was by its terms to be effective ("incentive stock options" the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or "ISOs" a duly constituted and authorized committee thereof) and any required stockholder approval by the option pricenecessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in compliance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the number per share exercise price of shares purchasable pursuant each Option was equal to such option and or greater than the terms and conditions fair market value of exercise a share of such option shall be determined Common Stock on the applicable Grant Date and, except as set forth in order to comply with Section 424(a2.2(b) of the CodeDisclosure Schedule, each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and each Option qualifies for the Tax treatment afforded to such Option in the Tax Returns of the Company. All options with respect to shares of Common Stock that were ever issued by the Company ceased to vest on the date on which the holder thereof ceased to be an employee of or a consultant to the Company. The exercise of the Options and the payment of cash in respect thereof complied and will comply with the terms of the Stock Plans, all Contracts applicable to such Options and all applicable Legal Requirements and, as of the Effective Time, no former holder of an Option will have any rights with respect to such Option other than the rights contemplated by Section 1.6(a). The Company has delivered to Parent accurate and complete copies of the Stock Plans, each form of agreement used thereunder and each Contract pursuant to which any Option is outstanding.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "granted by the Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Company Common Stock in accordance with (each a “Company Option”) which was granted pursuant to any stock option plan, program or arrangement of the Company as set forth on Section 3.2 the Company Disclosure Letter (collectively, the “Company Option Plans”), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire share of Company Common Stock, and Parent shall assume each such Company Option (hereafter, “Assumed Option”) subject to the terms of this Section 1.11. All plans or agreements described above pursuant to which any the applicable Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as Plan and the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquireagreement evidencing the grant thereunder of such Assumed Option; provided, on however, that the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to (i) the number of shares of Parent Common Stock that the holder purchaseable upon such exercise of such Company Stock Assumed Option would have been entitled to receive pursuant shall be equal to the Merger had number of shares of Company Common Stock that were purchasable under such holder exercised such option or warrant in full Company Option immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by the Exchange Ratio, and rounded to the nearest whole share, and (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio; provided, howeverand rounding to the nearest whole cent, that in and (iii) such Assumed Option shall not terminate if the holder ceases to be a director, officer or employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). In the case of any option to which Section 421 of the Code applies by reason of its qualification under Assumed Option that is an “incentive stock option” (as defined in Section 422 of the Code ("incentive stock options" or "ISOs" ) Code), the option exercise price, the number of shares of Parent Common Stock purchasable pursuant to such option Assumed Option and the terms and conditions of exercise of such option shall be determined in order to comply comply, to the fullest extent possible, with Section 424(a) of the Code. Prior to the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering all the shares of Parent Common Stock subject to the Assumed Options, and such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Assumed Option remains outstanding.

Stock Options. (ai) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Option under the Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementPlans, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquireacquire (a "New Parent Option"), on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that of Parent (rounded to the holder nearest whole number) equal to the product of (A) the number of Shares issuable upon exercise of such Company Option and (B) the Price Per Share divided by the average of the closing sales prices of Common Stock Option would have been entitled to receive pursuant to of Parent on the Merger had such holder exercised such option or warrant in full New York Stock Exchange for the ten (10) consecutive days immediately prior to and including the day preceding the Effective Time Time, at a an exercise price per share (rounded to the nearest whole cent) equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the aggregate number of Shares otherwise shares of Common Stock of Parent purchasable pursuant to such Company Stock Option, multiplied by the New Parent Option (ii) the Exchange Ratioas calculated immediately above); provided, however, that in the case of any option Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to comply with satisfy the requirements of Section 424(a) of the Code. At or prior to the Effective Time, the Company shall take all necessary actions to permit the assumption of the unexercised Company Options by Parent pursuant to this Section and shall take all action necessary to cause the funds held in the Company's Employee Stock Purchase Plan to be used to purchase outstanding Shares through open market transactions so that such Shares will be converted into the right to receive cash in the Merger; provided that thereafter the Company shall terminate the Company's Employee Stock Purchase Plan. -40- 44 (ii) Effective at the Effective Time, Parent shall assume, as a New Parent Option, each outstanding Company Option in accordance with this Section and with the terms of the Stock Plan under which it was issued and the stock option agreement by which it is evidenced. Not later than thirty calendar days after the Closing Date, Parent shall file a registration statement under the Securities Act of 1933 on Form S-8, or other appropriate form, covering shares of Parent Common Stock subject to such New Parent Options.

Stock Options. (a) At the Effective Time, each holder of a then-outstanding option or warrant to purchase Shares (a "Company Common Stock Option" or collectively "Company Stock Options") issued pursuant to under the Company's 1988 1995 Key Employee Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 the Company's 1995 Non-Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive the Non-Qualified Stock Option PlanAgreement dated as of January 17, SpeedSim1995 between the Company and Green Equity Investors, Inc. 1995 Incentive L.P. and Nonqualified all other agreements with the Company and its employees and Directors (collectively, the "Stock Option Plan, or other agreement or arrangementPlans") (true and correct copies of which have been delivered by the Company to Parent), whether vested or unvestednot then exercisable (the "Compensation Options"), shall, in settlement thereof, receive for each share of Company Common Stock subject to such Compensation Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Price and the per share exercise price of such Compensation Option to the extent such difference is a positive number (such amount being hereinafter referred to as, the "Option Consideration"). Upon receipt of the Option Consideration, the Compensation Option shall be converted canceled. The surrender of a Compensation Option to the Company 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 Compensation Option. Prior to the Effective Time, the Company shall obtain all necessary consents or releases from holders of Compensation Options under the Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.01(e) (except for any such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties: (i) the Stock Option Plans shall terminate as of the Effective Time into options and the provisions in any other plan, program or warrantsarrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or, as applicableany Subsidiary thereof, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions canceled as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by Time; and (ii) the Exchange Ratio; provided, however, Company shall assure that following the Effective Time no participant in the case of Stock Option Plans or other plans, programs or arrangements, including but not limited to, the Company's Employee Stock Purchase Plan, shall have any option right thereunder to which Section 421 acquire equity securities of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option priceCompany, the number of shares purchasable pursuant Surviving Corporation or any Subsidiary thereof and to terminate all such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codeplans.

Stock Options. (a) At the Effective Time, each outstanding option option, warrant or warrant other right to purchase Shares (a "Company Stock Option" or collectively and collectively, "Company Stock Options") issued pursuant to the Company's 1988 1999 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Plan for Non-Employee Qualified Stock Purchase PlanDirectors and Advisors, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director 1989 Stock Option Plan, Key Executive as amended, and 1996 Directors' Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified all other agreements or arrangements other than the 1996 Employee Stock Option Purchase Plan, or other agreement or arrangement, whether vested or unvested, shall be assumed by Parent and converted as of the Effective Time into options an option, warrant or warrantsright, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "Company Plans." Each Company Stock Option so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option Company Stock Option, whether or warrant not vested, in full immediately prior to the Effective Time rounded down to the nearest whole share at a price per share share, rounded up to the nearest tenth of a cent, equal to (x) the aggregate exercise price for the Shares otherwise purchasable per Share pursuant to such Company Stock Option immediately prior to the Effective Time divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined adjusted as necessary in order to comply with Section 424(a) of the Code.

Stock Options. (ai) At the Effective Time, each outstanding option or warrant to purchase Company Shares (a "Company Stock Option" or collectively ") under the Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementPlans, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption (except to the extent such terms and conditions are altered in accordance with their terms as a result of the consummation of the transactions contemplated by this Agreement), a the same number of shares of Parent SBC Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Company Option in full immediately prior to the Effective Time (rounded down to the nearest whole number) (a "Substitute Option"), at a an exercise price per share (rounded up to the nearest whole cent)(the "Substitute Option Price") equal to (xy) the aggregate exercise price for the Company Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (iz) the number of Shares otherwise full shares of SBC Common Stock deemed purchasable pursuant to such Company Stock Option, multiplied by (ii) Option in accordance with the Exchange Ratio; provided, however, foregoing. For each Substitute Option substituted for a Company Option that included a right under certain circumstances to receive dividend equivalents in the case form of any option stock units ("Company Stock Units"), all Company Stock Units credited to which Section 421 the account of the Code applies by reason holder of its qualification under Section 422 such Substitute Option at the Effective Time shall, as of the Code Effective Time, be deemed to constitute a number of stock units, each of which shall represent one share of SBC Common Stock ("incentive stock options" or SBC Stock Units"ISOs" ) the option price), equal to the number of shares purchasable of SBC Common Stock the holder of such Substitute Option would have been entitled to receive pursuant to this Agreement had such option Company Stock Units been distributed to such holder in full immediately prior to the Effective Time and thereafter SBC Stock Units shall continue to be credited to the account of the holder of such Substitute Option to the same extent and on the same terms and conditions of exercise of such option as they would have under the Company Option for which the Substitute Option was substituted (except that the record dates and dividend amounts shall be determined the record dates and dividend amounts for SBC Common Stock), and all such SBC Stock Units shall be distributed at the same times and in order the same manner as the Company Stock Units would have been distributed had the Substitute Option not been substituted for the Company Option (except that the option price used to comply determine if the SBC Stock Units can be distributed shall be the Substitute Option Price). At or prior to the Effective Time, the Company shall make all necessary arrangements with Section 424(a) respect to the Company Stock Plans to permit the assumption of the Codeunexercised Company Options by SBC pursuant to this Section and as soon as practicable after the Effective Time SBC shall use its best efforts to register under the Securities Act on Form S-8 or other appropriate form (and use its best efforts to maintain the effectiveness thereof) shares of SBC Common Stock issuable pursuant to all Substitute Options.

Stock Options. (a) At The Board of Directors of the Company (or the proper committee thereof), by amendment of the appropriate Stock Option plan or by resolution of the Board of Directors, as may be appropriate, shall cause, immediately prior to the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 unvested Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued (other than Frozen Options), which is outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share Time, without any action on the part of the holder thereof, to become fully vested (in the case of all outstanding Stock Options granted under the 1992 Option Plan, the 1994 Option Plan and the 1995 Option Plan and those Stock Options granted under the 1996 Option Plan and listed in Attachment 4.4(2) of the Company Disclosure Schedule in the columns headed "1996 Options" - "10%" or "COC") or canceled (in the case of Stock Options granted under the 1996 Option Plan, which are not Frozen Options and which are not referred to in the immediately preceding parenthetical) pursuant to the terms thereof, and if vested, converted (along with each otherwise Vested Option outstanding immediately prior to the Effective Time) into the right to receive, less applicable withholding taxes and without interest, (A) cash in an amount equal to the difference (if positive) between (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by Cash Price and (y) the product exercise price of such option, provided, if the difference between (ix) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by Cash Price and (iiy) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise price of such option is zero or less, such option shall, immediately prior to the Effective Time, and without any action on the part of the holder thereof, be canceled and no consideration shall be determined issued in order exchange therefor; and (B) if the holder of such Stock Option becomes a party to comply with the Stockholders Agreement, in respect of each share of Company Common Stock which such holder had the right to acquire at an exercise price per share of Company Common Stock which is less than the Cash Price, one Additional Consideration Right. The Company shall pay amounts due to the holders of Stock Options under this Section 424(a3.2(a) of immediately prior to the Code.Effective Time. As used herein, "

Stock Options. On the date Acquisition Sub purchases Shares pursuant to the Offer, each outstanding option to purchase Common Stock (aa "Stock Option") At granted under the Company's 1994 Long-Term Stock Incentive Plan or pursuant to any other employee stock option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 3.3 of the Company Disclosure Schedule (the "Company Stock Option Plan"), whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan pursuant to which such Stock Option was issued. If and to the extent that a Stock Option shall not have been exercised at the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company such Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the automatically canceled. Each holder of such Company a canceled Stock Option would have been shall be entitled to receive pursuant as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Merger had Exchange Act from the Company in consideration for such holder exercised such option or warrant cancellation an amount in full immediately prior to the Effective Time at a price per share cash (less applicable withholding taxes) equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Common Stock previously subject to such Company Stock Option, Option multiplied by (ii) the Exchange Ratio; providedexcess, howeverif any, that of the Per Share Amount over the exercise price per share of Common Stock previously subject to such Stock Option (the "Option Consideration") upon surrender of such Stock Option to the Company or an affidavit of loss in the case form requested by Parent, together with such additional documentation as may be reasonably required by Parent or the Company. The surrender of a Stock Option in exchange for the Option Consideration in accordance with the terms of this Section 2.6(c) shall be deemed a release of any option and all rights the holder had or may have had in respect of such Stock Option. Prior to which the purchase by Acquisition Sub of Shares pursuant to the Offer, the Company shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Stock Options under the Company Stock Option Plan and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 421 2.6(c). Except as otherwise agreed to by the parties, the Company shall use its reasonable best efforts to assure that following the purchase by Acquisition Sub of Shares pursuant to the Offer no participant in the Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option priceCompany, the number of shares purchasable pursuant Surviving Corporation or any subsidiary thereof and to terminate all such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codeplans.

Stock Options. (a) At As soon as practicable following the Effective Timedate of this Agreement, Parent and Company (or, if appropriate, any committee of the Board of Directors of Company administering Company's Amended and Restated Stock Option Plan and 1996 Stock Option Plan (collectively, the "Company Option Plans") shall take such action as may be required to effect the following provisions of this Section 1.04(a). The terms of each outstanding option or warrant granted by Company to purchase Shares shares of Company Common Stock under the Company Option Plans (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement), whether vested or unvested, shall be converted adjusted as of necessary to provide that at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption (after giving effect to the existing provisions in the Company Option Plans or related option agreements that provide for the automatic acceleration of vesting upon consummation of a change of control of Company), a the same number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Company Stock Option in full immediately prior to the Effective Time (assuming for this purpose that such option were then exercisable), at a price per share of Parent Common Stock equal to (xA) the aggregate exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option option divided by (yB) the product of (i) the aggregate number of Shares otherwise shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (each, as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to Company Stock Options) any fractional share of Parent Common Stock resulting from such calculation for such holder shall be rounded down to the nearest whole share; and provided further that, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive qualified stock options" or "ISOs" ) ), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option Adjusted Option shall be determined in order such manner so as to comply with Section 424(a) 424 of the Code. Upon exercise of an Adjusted Option, a cash payment shall be made to the holder of such Adjusted Option for the fractional share of Parent Common Stock referred to in the preceding sentence. For purposes of determining the amount of such payment the price of the Parent Common Stock shall be the average closing price per share of the Parent Common Stock on the NYSE for the five trading days immediately prior to the date of exercise.

Stock Options. (a) At Subject to Section 5.4(b), at the Effective Time, all rights with respect to Company Common Stock under each Company Option then outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, and become rights with respect to purchase shares of Parent Common Stock Stock, and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the date of this Section 1.11Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. All plans or agreements described above pursuant to which any From and after the Effective Time, (i) each Company Stock Option has been issued or assumed by Parent may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of exercised solely for shares of Parent Common Stock equal to Stock, (ii) the number of shares of Parent Common Stock that the holder of subject to each such Company Stock Option would have been entitled to receive pursuant shall be equal to the Merger had number of shares of Company Common Stock subject to such holder exercised such option or warrant in full Company Option immediately prior to the Effective Time at multiplied by the Exchange Ratio, rounded down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a price share), (iii) the per share equal to (x) the aggregate exercise price for under each such Company Option shall be adjusted by dividing the Shares per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise purchasable remain unchanged; PROVIDED, HOWEVER, that (A) in accordance with the terms of the Employment Agreement between Xxxx X. Xxxxxxx and the Company dated December 1, 1994, all unvested Company Options granted to Xxxx X. Xxxxxxx pursuant to said Employment Agreement shall become immediately exercisable as of the Effective Time, (B) in accordance with the terms of that certain Employment Agreement between Xxxxxx X. Xxxxx and the Company dated April 24, 1995, and that certain Employment Agreement between Xxxxxxx Xxxxxxxx and the Company dated March 3, 1995, certain unvested Company Options granted to Messrs. Selvi and Xxxxxxxx pursuant to said Employment Agreements shall become immediately exercisable as of the Effective Time, (C) in accordance with the terms of the Company's 1995 Directors Stock Option Plan, unvested Company Options granted to outside directors of the Company pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 plan shall become immediately exercisable as of the Code applies Effective Time, and (D) each Company Option assumed by reason Parent in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. Parent shall file with the SEC, no later than five business days after the date on which the Merger becomes effective, a Registration Statement on Form S-8 relating to the shares of its qualification under Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code5.4(a).

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "each “Company Stock Option" or collectively "” and, collectively, “Company Stock Options"”) issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, ’s 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Plan or any other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.112.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "“Company Plans." Each ” At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Company Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share, at a price per share of Parent Common Stock equal to (xi) the aggregate per share exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio, rounded up to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("“incentive stock options" ” or "“ISOs" ) ”), Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall to be determined in order so as to comply with Section 424(a) of the Code.

Stock Options. (a) At Except as provided below with respect to the Company's Employee Stock Purchase Plan, each option to purchase shares of Company Common Stock that is outstanding at the Effective Time (a "Company Option") shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent (and a registration statement on Form S-8 therefor shall be filed promptly after the Effective Time) in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder or (ii) to the extent that Section 424 of the Code does not apply to any such Company Option, would be such a corporation were Section 424 of the Code applicable to such Company Option. From and after the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant all references to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of Company in the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option Options shall be deemed to constitute an option refer to acquire, on Parent (other than for purposes of determining whether there has been a change in control of the Company). The Company Options assumed by Parent shall be exercisable upon the same terms and conditions as were applicable under the Company Options (including provisions thereof, if any, relating to the acceleration of vesting upon a change in control of the Company) except that (i) such Company Stock Option, a number of shares of Options shall entitle the holder to purchase from Parent Common Stock equal to the number of shares of Parent Common Stock that (rounded to the holder nearest whole number of such shares) that equals the product of the Conversion Fraction multiplied by the number of shares of Company Common Stock Option would have been entitled subject to receive pursuant such option immediately prior to the Merger had such holder exercised such Effective Time, and (ii) the option or warrant exercise price per share of Parent Common Stock shall be an amount (rounded to the nearest full cent) equal to the option exercise price per share of Company Common Stock in full effect immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange RatioConversion Fraction; provided, however, that in the case of any option Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) ), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option options shall be determined in order to comply with Section 424(a) of the Code. As promptly as practicable after the Effective Time, Parent shall issue to each holder of a Company Option a written instrument informing such holder of the assumption by Parent of such Company Option.

Stock Options. The Company shall (a) At terminate the Company's Non-statutory Stock Option Plan (as amended and restated effective as of June 10, 1997, and as subsequently amended), Amended and Restated 1993 Non-officer Employee Stock Option Plan, 1994 Director Stock Option Plan, and Amended and Restated 1996 Director Stock Plan (as amended by Amendment No. 1 effective as of July 9, 2004) (collectively, the "Company Stock Plans"), immediately prior to the Effective Time without prejudice to the rights of the holders of options (each, a "Company Stock Option") awarded pursuant thereto, (b) following such termination grant no additional options under the Company Stock Plans or permit the receipt of shares of Company Common Stock, and (c) cause each Company Stock Option that is outstanding immediately prior to the consummation of the Merger to become fully vested and exercisable. Prior to the Effective Time, the Company and Parent will take all actions reasonably necessary to provide that, upon the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed cancelled automatically and at the Effective Time shall be converted into and constitute the right to constitute receive cash in an option amount equal (less any applicable withholding and without interest) to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a product of (1) the total number of shares of Parent Company Common Stock equal subject to the number of shares of Parent Common Stock that the holder of such holder's Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full Options immediately prior to the Effective Time at a and (2) the excess, if any, of the Per Share Consideration over the exercise price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant of Company Common Stock subject to such Company Stock Option divided by or Options (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock each, an "Eligible Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 "). No payment of the Code applies Per Share Consideration with respect to an Eligible Option shall be made by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) Disbursing Agent to the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise holder of such Eligible Option until receipt by the Disbursing Agent of an option shall be determined cancellation agreement, in order a form mutually and reasonably acceptable to comply the Company and Parent, with Section 424(a) respect to all Eligible Options owned by the holder of the Codesuch Eligible Option.

Stock Options. (a) At the Effective Time, each outstanding Each option or warrant to purchase Shares UDS Common Stock (a "Company UDS Stock Option" or collectively "Company Stock Options") issued pursuant granted under UDS Stock Plans which is outstanding immediately prior to the Company's 1988 Effective Time shall cease to represent a right to acquire shares of UDS Common Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted (as of so converted, a "UDS Converted Option"), at the Effective Time and subject to the immediately following sentence, into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquirepurchase Valero Common Stock (a "Valero Stock Option"), on the same terms and conditions as were applicable under such Company the UDS Stock Option, a . The number of shares of Parent Valero Common Stock equal subject to each such Valero Stock Option shall be the number of shares of Parent UDS Common Stock that subject to the holder of such Company UDS Stock Option would have been entitled to receive pursuant multiplied by the Exchange Ratio, rounded, if necessary, to the Merger had nearest whole share of Valero Common Stock, and such holder exercised such option or warrant in full immediately prior to the Effective Time at a Valero Stock Option shall have an exercise price per share (rounded to the nearest one-hundredth of a cent) equal to (x) the aggregate per share exercise price for the Shares otherwise purchasable pursuant to specified in such Company UDS Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option UDS Stock Option to which Section 421 of the Code as of the Effective Time (after taking into account the effect of any accelerated vesting thereof) applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) Code, the option exercise price, the number of shares purchasable pursuant subject to such option and the terms and conditions of exercise of such option shall be determined in order to comply a manner consistent with the requirements of Section 424(a) of the Code. As of the Effective Time, Valero shall assume the obligations of UDS under the UDS Stock Plans, and from and after the Effective Time, except as otherwise set forth herein, the terms of each UDS Stock Option and the UDS Stock Plan under which such UDS Stock Option was initially granted, in each case, as in effect immediately prior to the Effective Time, shall continue to apply to the corresponding Valero Stock Option.

Stock Options. (a) At the Effective Time, each outstanding option or warrant (each, a “Merged Corporation Option”) granted by the Merged Corporation to purchase Merged Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Merged Corporation’s 1998 Management Incentive Stock Option Plan, 1990 the 1999 Director’s Stock Option PlanPlan and the 2003 Equity Compensation Plan (collectively, 1992 Key Executive Stock the “Merged Corporation Option PlanPlans”), 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock issued and outstanding at the Effective Time under the Merged Corporation Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedPlans, shall be converted as of the Effective Time into and become options or warrants, as applicable, to purchase shares of Parent Common Stock Stock. Parent shall assume each Merged Corporation Option in accordance with the terms and conditions of this Section 1.11. All plans or agreements described above the Merged Corporation Option Plan pursuant to which it was issued, the agreements of evidencing grants thereunder and any Company Stock Option has other agreements between the Merged Corporation and an optionee regarding Merged Corporation Options; provided, however, that any agreement providing for a tax payment to an optionee upon exercise shall be amended prior to the Effective Date to remove such tax payment provision if each option subject to such agreement shall not have been issued or may be issued other than outstanding warrants are referred exercised prior to collectively as the "Company Plans." Each Company Stock Effective Time; and, provided, further however, that from and after the Effective Time, each such Merged Corporation Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of exercisable solely for Parent Common Stock equal to Stock; the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable which may be acquired pursuant to such Company Stock Merged Corporation Option divided by (y) the product of (i) shall be the number of Merged Shares otherwise purchasable pursuant subject to such Company Stock Option, Merged Corporation Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option price per Merged Share shall be determined equal to the exercise price per Merged Share divided by the Exchange Ratio, rounded down to the nearest cent. It is intended that the foregoing assumption and adjustment shall be effected in order to comply a manner consistent with the requirements of Section 424(a) 424 of the Code, as to each Merged Corporation Option which is an incentive stock option.

Stock Options. (a) At Each option outstanding at the Effective Time, each outstanding option or warrant Time to purchase Shares shares of Company Common Stock (a "Company Stock Option" or collectively "Company Stock OptionsSTOCK OPTION") issued pursuant to granted under (A) the Company's 1988 Executive Long Term Incentive Plan, (B) the Company's Amended and Restated 1987 Directors Stock Option Plan, (C) the Company's Amended and Restated 1990 Incentive Plan (the "1990 PLAN"), (D) the Company's 1996 Directors Stock Option Plan, 1992 Key Executive (E) the Company's Bonus Deferral Plan (the "BONUS DEFERRAL PLAN"), (F) the 1981 Stock Option Plan, 1993 Plan or (G) any other written or otherwise binding stock option plan or agreement of the Company except the Company's 1984 Employee Qualified Stock Purchase Plan, 1996 Supplemental the 1985 Employee Stock PlanPurchase Plan and the Amended and Restated Raychem Corporation Limited Employee Stock Purchase Plan (the "STOCK PURCHASE PLANS") (collectively, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedthe "COMPANY STOCK OPTION PLANS"), shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option (an "ADJUSTED OPTION") to acquire, on the same terms and conditions MUTATIS MUTANDIS as were applicable under to such Company Stock OptionOption prior to the Effective Time (but taking account of the Merger), a the number of shares of Parent Common Stock equal Shares (rounded down to a whole Parent Common Share) determined by multiplying (x) the number of shares of Parent Company Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full Options immediately prior to the Effective Time by (y) 0.4140, at a price per share (rounded up to a whole cent) equal to (xu) the aggregate per share exercise price for the Shares Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (yv) the product 0.4140. The other terms of (i) the number of Shares otherwise purchasable pursuant to each such Company Stock Option, multiplied by and the Company Stock Option Plans under which they were issued, shall continue to apply in accordance with their terms, including, to the extent provided therein or under the Company's Key Employee Retention and Severance Plan, the acceleration of vesting of such Stock Options in connection with the transactions contemplated hereby or upon the termination of employment of a holder of an Adjusted Option. As soon as practicable after the Effective Time, Merger Sub shall cause to be delivered to each holder of an outstanding Stock Option an appropriate notice setting forth such holder's rights pursuant thereto, and stating that such Stock Option shall continue in effect on the same terms and conditions (ii) subject to the Exchange Ratio; providedadjustments as a result of the Merger described in this Section 1.06(c)). Parent shall comply with the terms of all such Adjusted Options and ensure, howeverto the extent required by, and subject to the provisions of, the Company Stock Option Plans, that in the case of any option to Adjusted Options which Section 421 of the Code applies by reason of its qualification qualified as incentive stock options under Section 422 422(b) of the Code ("incentive stock options" ISOS") prior to the Effective Time continue to qualify as ISOs after the Effective Time to the extent permissible under governing law. Nothing in this paragraph is intended to or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and shall amend or modify the terms and conditions of exercise of any Stock Option, including any provision for its expiration, cancellation or forfeiture in a transaction such option shall be determined in order to comply with Section 424(a) of as the CodeMerger.

Stock Options. (a) At the Effective Time, the obligation to issue shares under each outstanding option or warrant to purchase Shares UNIDATA Common Stock (each a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Companygranted under UNIDATA's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Option Plan, 1994 Stock Option Plan, 1995 Stock Option Plan, 1996 Supplemental Stock Option Plan, as amended, and 1997 Stock Option Plan, each as amendedamended (collectively, 1994 Outside Director the "UNIDATA Stock Option PlanPlans") and to former employees of O2 pursuant to the O2 Transaction, Key Executive all of which shall be fully vested and exercisable at the Effective Time pursuant to the terms of the applicable Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedOption, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option deemed assumed by VMARK and each such option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption prior to the Effective Time, a the whole number (disregarding any fractional shares) of shares of Parent VMARK Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time (not taking into account whether or not such option was in fact exercisable), at a price per share equal to (x) the aggregate exercise price for the Shares UNIDATA Common Stock otherwise purchasable pursuant to such Company Stock Option Option, divided by (y) the product of (i) the number of Shares otherwise shares of VMARK Common Stock deemed purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 exercisability or the other vesting of the Code applies assumed options and the underlying stock shall continue to be determined by reason of its qualification under Section 422 of the Code ("incentive reference to stock options" or "ISOs" ) the option priceagreements executed pursuant to UNIDATA's Stock Option Plans, and provided, further, that references in any Stock Option to UNIDATA, the number board of shares purchasable directors of UNIDATA or any committee thereof, and any UNIDATA Stock Option Plan shall, commencing at the Effective Time, unless inconsistent with the context, be to VMARK, the board of directors of VMARK or a committee thereof, and VMARK's 1986 Stock Option Plan (for officers) or 1995 Non-Statutory Option Plan (for non-officers), respectively. (b) As soon as practicable after the Effective Time, VMARK shall deliver to each holder of an outstanding Stock Option an appropriate notice setting forth such holder's rights pursuant to thereto and such option and Stock Option shall continue in effect on the same terms and conditions of exercise of such option (including further anti-dilution provisions and subject to the adjustments required by this Section 5.05 after giving effect to the Merger). VMARK shall be determined in order to comply with the terms of all such Stock Options and ensure, to the extent required by, and subject to the provisions of, any such UNIDATA Stock Plan that Stock Options which qualified for special tax treatment prior to the Effective Time continue to so qualify after the Effective Time. VMARK shall take all corporate action necessary to reserve for issuance a sufficient number of VMARK Common Stock for delivery pursuant to the terms set forth in this Section 424(a5.05. (c) VMARK shall use reasonable efforts after the Effective Time to maintain the effectiveness of a registration statement under the Code.Securities Act with respect to the issuance by VMARK of shares of VMARK Common Stock which may be issued pursuant to the UNIDATA Options as provided for above in this Section 5.05. Section 5.06

Stock Options. (a) At The Company has reserved 716,423 shares of Company Common Stock for issuance under the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option 2000 Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted of which options with respect to 508,683 shares are outstanding as of the Effective Time into date of this Agreement. The Company has reserved 5,496,653 shares of Company Common Stock for issuance under the 2010 Plan, of which options with respect to 4,444,900 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option (unless such Company Option was granted under the Company’s 2000 Restated Stock Incentive Plan) was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option and whether the vesting of such Company Option shall be subject to any acceleration in connection with the Merger or warrantsany of the other transactions contemplated by this Agreement; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option is an “incentive stock option” as defined in Section 422 of the Code or subject to Section 409A of the Code. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, to purchase shares approval by the board of Parent Common Stock directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of this Section 1.11the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was no less than the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. All plans or agreements described above pursuant options with respect to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Company Common Stock that were ever issued by the Company ceased to vest on the date on which the holder thereof ceased to be an employee of such Company Stock Option would have been entitled to receive pursuant or a consultant to the Merger had such Company. As of the Closing, no former holder exercised such option or warrant in full immediately prior to the Effective Time at of a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant Company Option will have any rights with respect to such Company Stock Option divided by (y) other than the product of (i) right to receive the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that consideration described in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code1.7.

Stock Options. (a) At Each option to purchase Company Common Stock (a "Company Option") that was granted under any employee or director stock option or compensatory plan or other arrangement with the Company prior to the Effective Time, each whether or not exercisable at the Effective Time, and which remains outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant immediately prior to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedEffective Time, shall be converted as assumed by Buyer, shall cease to represent a right to acquire shares of Company Common Stock and shall be appropriately adjusted and converted, at the Effective Time, into an option to acquire Buyer Common Stock (the "Buyer Option") under the applicable stock option plan of the Company (all of which plans shall be assumed by Buyer at the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock Time) in accordance with the terms of this Section 1.111.08(a). All plans or agreements described above pursuant The Buyer Option shall entitle the holder to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as purchase from Buyer that number of whole shares of common stock of Buyer, par value $.01 per share (the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquireBuyer Common Stock"), on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the product of the number of shares of Parent Company Common Stock that the holder of were subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price multiplied by 0.0836, rounded down to the nearest whole number of shares of Buyer Common Stock, and the per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant shares of Buyer Common Stock issuable upon exercises of such substituted Buyer Option will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which such Company Stock Option divided was exercisable immediately prior to the Effective Time by (y) 0.0836, rounded up to the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Rationearest whole cent; provided, however, that in the case of any option Option to which Section 421 of the Internal Revenue Code of 1986, as amended, and the rules and regulations adopted pursuant thereto (the "Code") applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) Code, the option exercise price, the number of shares purchasable pursuant subject to such option and the terms and conditions of exercise of such option shall be determined in order to comply a manner consistent with the requirements of Section 424(a) of the CodeCode so as not to constitute a "modification" of such option.

Stock Options. (a) At The Company has reserved 12,791,518 shares of Company Common Stock for issuance under the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Plan of which options with respect to 7,996,132 shares of Company Common Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted are outstanding as of the Effective Time into options or warrantsdate of this Agreement, 3,507,577 of which are fully vested and exercisable as applicableof the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to purchase each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of Parent Company Common Stock that are or were subject to such Company Option; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule and vesting commencement date of such Company Option (including the number of shares of Company Common Stock subject to such Company Option that are vested and unvested as of the date of this Agreement) and whether the vesting of such Company Option is subject to any acceleration in connection with the Merger, any termination of employment or separation from service, or any of the other transactions contemplated by this Agreement or otherwise; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; (vi) whether such Company Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code; and (vii) whether such Company Option may be early-exercised; and (viii) the extent to which such Company Option has been early exercised. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and is in full force and effect, each such grant was made in accordance with the terms of this the Company Stock Plan and all other applicable Legal Requirements, the per share exercise price of each Company Option was more than or equal to the fair market value of a share of Company Common Stock on the applicable Grant Date as determined under Section 1.11409A of the Code and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. All plans options with respect to shares of Company Common Stock that were ever issued by the Company ceased to vest on the date on which the holder thereof ceased to be an employee, consultant or agreements described above director of an Acquired Entity. As of the Effective Time, no former holder of a Company Option will have any rights with respect to any Company Option other than the rights contemplated by Section 1.6. The Company has delivered to Parent an accurate and complete copy of the Company Stock Plan, each form of agreement used thereunder and each Contract pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plansis outstanding." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a each "Company Stock OptionCOMPANY STOCK OPTION" or collectively and, collectively, "Company Stock OptionsCOMPANY STOCK OPTIONS") issued pursuant to the Company's 1988 1995 Stock Plan, 2001 Incentive Stock Plan, 2001 Employee Stock Purchase Plan, 2002 Nonstatutory Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Altius 1999 Plan or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansCOMPANY PLANS." Each At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (including but not limited to vesting schedule) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS" or "ISOs" ") the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order so as to comply with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; providedPROVIDED, howeverHOWEVER, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ") the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.

Stock Options. The Merger Agreement provides that, as soon as practicable following the date of the Merger Agreement, the Board (aor, if appropriate, any committee administering the Company Stock Plans (as defined below)) At shall adopt such resolutions or take such other actions as are required to adjust the terms of all outstanding Company Stock Options and all outstanding Company SARs (as defined below) to provide that (i) each outstanding Company Stock Option may be exercised, whether or not such Company Stock Option is vested, immediately prior to the acceptance for payment of Shares pursuant to the Offer, contingent on and subject to the consummation of the Offer, PROVIDED that the Shares issued upon such exercise are tendered into the Offer and not withdrawn and (ii) each Company Stock Option and Company SAR outstanding that is not exercised prior to the acceptance for payment of Shares pursuant to the Offer shall be canceled effective immediately prior to the acceptance for payment of Shares pursuant to the Offer with the holder thereof becoming entitled to receive an amount of cash equal to the product of (x) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per Share subject to such Company Stock Option or Company SAR, multiplied by (y) the number of Shares issuable pursuant to the unexercised portion of such Company Stock Option or Company SAR; PROVIDED, HOWEVER, that no cash payment will be made with respect to any Company SAR that is related to a Company Stock Option in respect of which such a cash payment is made. All amounts payable pursuant to this paragraph will be subject to any required withholding of taxes or proof of eligibility of exemption therefrom and will be paid at or as soon as practicable following the Effective Time, each outstanding option or warrant but in any event within one business day following the Effective Time, without interest. The Company will use its best efforts to purchase Shares (a "obtain all consents of the holders of the Company Stock Option" or collectively "Company Stock Options") issued pursuant Options if such consents are determined to be necessary to effectuate the foregoing as mutually agreed by Parent and the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as . The cancelation of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any a Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as in exchange for the "Company Plans." Each Company Stock Option shall cash payment described in the preceding paragraph will be deemed to constitute an option to acquire, on the same terms a release of any and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that all rights the holder of such Company Stock Option would had or may have been entitled to receive pursuant had in respect thereof, and any necessary consents from all such holders shall so provide. Notwithstanding anything to the contrary contained in the Merger had Agreement, payment shall, at Parent's request, be withheld in respect of any Company Stock Option until all necessary consents are obtained. As soon as practicable following the date of the Merger Agreement, the Board (or, if appropriate, any committee administering the Company Stock Plans) will take or cause to be taken such holder exercised such option or warrant in full immediately prior actions as are required to the Effective Time at a price per share equal to cause (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by Plans to terminate as of the Effective Time and (y) the product provisions in any other Company benefit plan providing for the issuance, transfer or grant of (i) any capital stock of the number Company or any interest in respect of Shares otherwise purchasable pursuant any capital stock of the Company to such be deleted as of the Effective Time. The Company will ensure that following the Effective Time no holder of a Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that Option or Company SAR or any participant in the case of any option Company Stock Plan or other Company benefit plan will have any right thereunder to which Section 421 acquire any capital stock of the Code applies by reason of its qualification under Section 422 of Company or the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the CodeSurviving Corporation.

Stock Options. (a) At Each outstanding option to purchase shares of MediaOne Common Stock granted under any stock option or compensation plans or arrangements (a "MEDIAONE STOCK OPTION"), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 MediaOne Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of outstanding immediately prior to the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company MediaOne Stock OptionOption (including terms regarding vesting), a the same number of shares of Parent Comcast Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company MediaOne Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant MediaOne Stock Option in full immediately prior to the Effective Time Time, at a price per share of Comcast Common Stock equal to (xA) the aggregate exercise price for the Shares shares of MediaOne Common Stock otherwise purchasable pursuant to such Company MediaOne Stock Option divided by (yB) the product of (i) the aggregate number of Shares otherwise shares of Comcast Common Stock deemed purchasable pursuant to such Company MediaOne Stock OptionOption (each, multiplied by (ii) as so adjusted, an "ADJUSTED OPTION"); provided that any fractional share of Comcast Common Stock resulting from an aggregation of all the Exchange Ratio; providedshares of a holder subject to MediaOne Stock Option shall be rounded up to the nearest whole share, howeverand provided further that, that in the case of for any option MediaOne Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) 424 of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a each "Company Stock OptionCOMPANY STOCK OPTION" or collectively and, collectively, "Company Stock OptionsCOMPANY STOCK OPTIONS") issued pursuant to the Company's 1988 Stock Option 1994 Long-Term Incentive Plan, 1990 Non-Employee Directors' Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option PlanPlans, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansCOMPANY PLANS." Each At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, rounded down to the nearest whole share, at a price per share equal to (xi) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (yii) the product of (iA) the number of Shares otherwise purchasable pursuant to such Company Stock Option, Option multiplied by (iiB) the Exchange Ratio, rounded up to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS" or "ISOs" ISOS") Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall to be determined in order so as to comply with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase IPIX Shares (a an "Company IPIX Stock Option" or collectively collectively, "Company IPIX Stock Options") issued pursuant to the Company's 1988 Stock Option 1997 Equity Compensation Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, and all other outstanding options to purchase IPIX Shares that are listed in Section 1.09 of the Disclosure Schedule shall be converted as assumed by bamboo (all of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All such plans or agreements described above pursuant to which any Company IPIX Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company IPIX Stock Option Plans." "). Each Company IPIX Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company IPIX Stock Option, a the same number of shares of Parent Common Stock equal bamboo Shares (rounded up to the number of shares of Parent Common Stock that nearest whole share) as the holder of such Company IPIX Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, at a price per share (rounded down to the nearest whole cent) equal to (xy) the aggregate exercise price for the IPIX Shares otherwise purchasable pursuant to such Company IPIX Stock Option divided by (y) the product of (iz) the number of full bamboo Shares otherwise deemed purchasable pursuant to such Company IPIX Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section section 421 of the Code applies by reason of its qualification under Section section 422 of the Code ("incentive stock options" or "ISOs" ) "), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Tandem Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Plan or other agreement or arrangement, whether vested or unvested, and outstanding as of the Effective Time shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, acquire a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option Company Stock Option, whether or warrant not vested, in full immediately prior to the Effective Time (rounded to the nearest whole share) at a price per share (rounded to the nearest whole cent) equal to (xi) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (yii) the product of (iA) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (iiB) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ") the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined adjusted as necessary in order to comply with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option option, warrant or warrant other right to purchase Shares (a "“Company Stock Option" ” or collectively "collectively, “Company Stock Options"”) issued pursuant to the Company's 1988 Stock Option Plan, 1990 ’s 1992 Incentive Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, 1997 Employee Stock Purchase Plan, 1997 Equity Incentive Plan, 1997 Employee Stock Purchase Plan for Non-United States Employees, 2003 J.X. Xxxxxxx & Company Equity Incentive Plan, YOUcentric 2000 Equity Compensation Plan or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options an option, warrant or warrantsright, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.111.10. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "“Company Plans." Each ” At the Effective Time, each Company Stock Option so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under to such Company Stock OptionOption as set forth in the applicable Company Plan and the agreement(s) evidencing the grant thereof immediately prior to the Effective Time, including provisions with respect to vesting, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Company Stock Option in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 through Section 424 of the Code ("“incentive stock options" ” or "“ISOs" ”) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order so as to comply with Section 424(a) of the CodeCode and it is the intention of the parties that such options will qualify as incentive stock options following the Effective Time.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a each "Company Stock OptionCOMPANY STOCK OPTION" or collectively and, collectively, "Company Stock OptionsCOMPANY STOCK OPTIONS") issued pursuant to the Company's 1988 1998 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Plan or any other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.112.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansCOMPANY PLANS." Each At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Company Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share, at a price per share of Parent Common Stock equal to (xi) the aggregate per share exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio, rounded up to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS" or "ISOs" ) ISOS"), Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall to be determined in order so as to comply with Section 424(a) of the Code. Notwithstanding anything herein to the contrary, each Company Stock Option issued to a non-employee director of the Company shall automatically be deemed amended so that such non-employee director shall be entitled to exercise such Company Stock Option for a period of at least 90 days after the Effective Time.

Stock Options. (a) At As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's 1999 Equity Incentive Plan (the "COMPANY OPTION PLAN") or any committee of the Board of Directors administering Parent's option plans) or any other Company stock option plans shall take such action as may be required to effect the following provisions of this Section 2.2. As of the Effective Time, each outstanding option or warrant to purchase Shares (a "shares of Company Stock Option" or collectively "Company Stock Options") issued Common Stock, including all options granted pursuant to the Company Option Plan, the Company's 1988 1983 Stock Option Plan, 1990 1986 Non-Employee Director Option Plan and 1992 Employee Stock Option PlanPlan (each, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, a "COMPANY STOCK Option") which is then outstanding shall be assumed by Parent and converted as of the Effective Time into options an option (or warrants, as applicable, a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant (rounded up to the Merger had such holder exercised nearest whole share) equal to (x) the number of shares subject to such option or warrant in full multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (iiB) the Exchange Ratio; provided, however, that in the case of any option Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option priceCode, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option conversion formula shall be determined in order adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date and vesting) as were applicable to such converted Company Stock Option immediately prior to the Effective Time. Parent shall use its reasonable best efforts to promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase IPIX Shares (a an "Company Stock OptionIPIX STOCK OPTION" or collectively collectively, "Company Stock OptionsIPIX STOCK OPTIONS") issued pursuant to the Company's 1988 Stock Option 1997 Equity Compensation Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, and all other outstanding options to purchase IPIX Shares that are listed in Section 1.09 of the Disclosure Schedule shall be converted as assumed by bamboo (all of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All such plans or agreements described above pursuant to which any Company IPIX Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." IPIX STOCK OPTION PLANS"). Each Company IPIX Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company IPIX Stock Option, a the same number of shares of Parent Common Stock equal bamboo Shares (rounded up to the number of shares of Parent Common Stock that nearest whole share) as the holder of such Company IPIX Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, at a price per share (rounded down to the nearest whole cent) equal to (xy) the aggregate exercise price for the IPIX Shares otherwise purchasable pursuant to such Company IPIX Stock Option divided by (y) the product of (iz) the number of full bamboo Shares otherwise deemed purchasable pursuant to such Company IPIX Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section section 421 of the Code applies by reason of its qualification under Section section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS" or "ISOs" ) ISOS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section section 424(a) of the Code.

Stock Options. (a) At the Effective Time, the obligations of Heritage with respect to each outstanding option or warrant to purchase Shares shares of Heritage Common Stock (a "Company Stock Option" or collectively "Company Stock Options") issued which was properly granted pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other a stock option agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock executed in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company a Heritage Stock Option has been issued or may Plan shall be issued other than outstanding warrants are referred to collectively assumed by ONB as the "Company Plans." Each Company hereinafter provided. In connection therewith, each Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption at the Effective Time, a that number of shares of Parent Common Stock equal ONB common stock, rounded to the number of shares of Parent Common Stock that nearest whole share, as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Option in full (after giving effect to accelerated vesting) immediately prior to the Effective Time and, immediately thereafter, exchanged such shares solely for ONB common stock based upon the Exchange Ratio at a an exercise price per share equal to (xA) the aggregate exercise price for the Shares Heritage Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (iB) the number of Shares otherwise shares of ONB common stock, rounded to the nearest whole share, deemed purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to comply with satisfy the requirements of Section 424(a) of the Code. By way of example and illustration only, if any option holder has been granted and is vested in options to acquire 1,000 shares of Heritage Common Stock for $10.00 per share, then after the Effective Time, such option holder's same option would be converted into the option to acquire, 3,154 shares of ONB common stock at $3.17 per share. In no event shall ONB be required to issue fractional shares of ONB common stock pursuant to the Stock Options.

Stock Options. (a) At or immediately prior to the Effective Time, each outstanding employee stock option or warrant director stock option to purchase Shares outstanding under any Company stock option plans, whether or not vested or exercisable (each, a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Planshall, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as by virtue of the Effective Time into options or warrantsMerger and without any further action on the part of any holder thereof, as applicable, to purchase shares of be assumed by Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be and deemed to constitute an option (each, a "Parent Option") to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption (subject to Section 3.04(b)), a the same number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger Section 3.02(c) of this Agreement had such holder exercised such option or warrant Company Option in full immediately prior to the Effective Time (rounded to the nearest whole number), at a price per share (rounded down to the nearest whole cent) equal to (x) the aggregate exercise price for the Shares share of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise whole shares of Parent Common Stock purchasable pursuant to the Parent Option in accordance with the foregoing. The other terms of each such Company Stock Option, multiplied by (ii) and the Exchange Ratio; providedplans under which they were issued, howevershall continue to apply in accordance with their terms. Notwithstanding the foregoing, Parent shall not assume any particular Company Option if the terms of that Company Option contain a cash-out right in the case of any option to which Section 421 favor of the Code applies optionee that is triggered by reason of its qualification under Section 422 the transactions contemplated by this Agreement and the optionee refuses to waive such cash-out right in a manner reasonably satisfactory to Parent. Instead, each such optionee shall be paid a cash amount in accordance with the terms of the Code ("incentive stock options" or "ISOs" ) governing plan document in exchange for the option price, the number cancellation of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codesaid Company Option.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "each “Company Stock Option" or collectively "” and, collectively, “Company Stock Options"”) issued pursuant to the Company's 1988 Stock Option ’s 1994 Long-Term Incentive Plan, 1990 Non-Employee Directors’ Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option PlanPlans, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "“Company Plans." Each ” At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, rounded down to the nearest whole share, at a price per share equal to (xi) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (yii) the product of (iA) the number of Shares otherwise purchasable pursuant to such Company Stock Option, Option multiplied by (iiB) the Exchange Ratio, rounded up to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("“incentive stock options" ” or "“ISOs" ”) Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall to be determined in order so as to comply with Section 424(a) of the Code.

Stock Options. (a) At Each option to purchase Company Common Stock (a “Company Option”) that was granted under any employee or director stock option or compensatory plan or other arrangement with the Company prior to the Effective Time, each whether or not exercisable at the Effective Time, and which remains outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant immediately prior to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedEffective Time, shall be converted as assumed by Buyer, shall cease to represent a right to acquire shares of Company Common Stock and shall be appropriately adjusted and converted, at the Effective Time, into an option to acquire Buyer Common Stock (the “Buyer Option”) under the applicable stock option plan of the Company (all of which plans shall be assumed by Buyer at the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock Time) in accordance with the terms of this Section 1.111.08(a). All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock The Buyer Option shall be deemed entitle the holder to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a purchase from Buyer that number of whole shares of Parent common stock of Buyer, par value $.01 per share (the “Buyer Common Stock Stock”), equal to the product of the number of shares of Parent Company Common Stock that the holder of were subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price multiplied by 0.0836, rounded down to the nearest whole number of shares of Buyer Common Stock, and the per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant shares of Buyer Common Stock issuable upon exercises of such substituted Buyer Option will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which such Company Stock Option divided was exercisable immediately prior to the Effective Time by (y) 0.0836, rounded up to the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Rationearest whole cent; provided, however, that in the case of any option Option to which Section 421 of the Internal Revenue Code of 1986, as amended, and the rules and regulations adopted pursuant thereto (the “Code”) applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) Code, the option exercise price, the number of shares purchasable pursuant subject to such option and the terms and conditions of exercise of such option shall be determined in order to comply a manner consistent with the requirements of Section 424(a) of the CodeCode so as not to constitute a “modification” of such option.

Stock Options. (a) At After the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Concentric Common Stock in accordance with the terms of this Section 1.11. All granted under any Concentric stock option or compensation plans or agreements described above pursuant arrangements (a "CONCENTRIC STOCK OPTION"), whether or not exercisable or vested, shall be adjusted as necessary to which any Company provide that, at the Effective Time, each Concentric Stock Option has been issued or may be issued other than outstanding warrants are referred immediately prior to collectively as the "Company Plans." Each Company Stock Option Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Concentric Stock OptionOption (including terms regarding vesting), a the same number of shares of Parent Newco Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Concentric Stock Option would have been entitled to receive pursuant to the Merger Mergers had such holder exercised such option or warrant Concentric Stock Option in full immediately prior to the Effective Time Time, at a price per share of Newco Common Stock equal to (xA) the aggregate exercise price for the Shares shares of Concentric Common Stock otherwise purchasable pursuant to such Company Concentric Stock Option divided by (yB) the product of (i) the aggregate number of Shares otherwise shares of Newco Common Stock deemed purchasable pursuant to such Company Concentric Stock OptionOption (each, multiplied by (iias so adjusted, an "ADJUSTED OPTION") rounded up to the Exchange Rationearest cent; providedprovided that any fractional share of Newco Common Stock resulting from an aggregation of all the shares of a holder subject to Concentric Stock Option shall be rounded down to the nearest whole share, howeverand provided further that, that in the case of for any option Concentric Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) 424 of the Code.

Stock Options. (a) At As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's 1999 Equity Incentive Plan (the "COMPANY OPTION PLAN") or any committee of the Board of Directors administering Parent's option plans) or any other Company stock option plans shall take such action as may be required to effect the following provisions of this Section 2.2. As of the Effective Time, each outstanding option or warrant to purchase Shares (a "shares of Company Stock Option" or collectively "Company Stock Options") issued Common Stock, including all options granted pursuant to the Company Option Plan, the Company's 1988 1983 Stock Option Plan, 1990 1986 Non-Employee Director Option Plan and 1992 Employee Stock Option PlanPlan (each, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, a "COMPANY STOCK OPTION") which is then outstanding shall be assumed by Parent and converted as of the Effective Time into options an option (or warrants, as applicable, a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant (rounded up to the Merger had such holder exercised nearest whole share) equal to (x) the number of shares subject to such option or warrant in full multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest pennx) xxual to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (iiB) the Exchange Ratio; provided, however, that in the case of any option Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option priceCode, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option conversion formula shall be determined in order adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date and vesting) as were applicable to such converted Company Stock Option immediately prior to the Effective Time. Parent shall use its reasonable best efforts to promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding.

Stock Options. (a) At or immediately prior to the Effective Time, each outstanding employee stock option or warrant director stock option to purchase Shares outstanding under any Company stock option plans, whether or not vested or exercisable (each, a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Planshall, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as by virtue of the Effective Time into options or warrantsMerger and without any further action on the part of any holder thereof, as applicable, to purchase shares of be assumed by Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be and deemed to constitute an option (each, a "Parent Option") to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption (subject to Section 3.04(b)), a the same number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger Section 3.02(c) of this Agreement had such holder exercised such option or warrant Company Option in full immediately prior to the Effective Time (rounded to the nearest whole number), at a price per share (rounded down to the nearest whole cent) equal to (x) the aggregate exercise price for the Shares share of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product number of whole shares of Parent Common Stock purchasable pursuant to the Parent Option in accordance with the foregoing. The other terms of each such Company Option, and the plans under which they were issued, shall continue to apply in accordance with their terms. (b) Prior to the Effective Time, the Company shall use its reasonable best efforts to (i) the number obtain any consents from holders of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by Options and (ii) make any amendments to the Exchange Ratioterms of such Company Options or Company stock option plans that, in the case of either clauses (i) or (ii), are necessary or appropriate to give effect to the transactions contemplated by Section 3.04(a); provided, however, that in the case lack of consent of any option to which Section 421 holder of a Company Option shall in no way affect the obligations of the Code applies by reason of its qualification under Section 422 of parties to consummate the Code Merger. ("incentive stock options" c) At or "ISOs" ) prior to the option priceEffective Time, the Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares purchasable pursuant of Parent Common Stock for delivery upon exercise of the Parent Options. At or prior to the Effective Time, Parent shall file a registration statement on Form S-8, with respect to the shares of Parent Common Stock subject to such option Parent Options and shall use commercially reasonable efforts to maintain the terms and conditions of exercise effectiveness of such option shall registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Parent Options remaining outstanding. With respect to those individuals who subsequent to the Merger will be determined in order subject to comply with the reporting requirements under Section 424(a16(a) of the CodeExchange Act, Parent shall administer the Company stock option plans in a manner consistent with the exemptions provided by Rule 16(b)(3) promulgated under the Exchange Act. Section 3.05. Withholding Rights Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise deliverable to any Person pursuant to this Article 3 such amount as it is required to deduct and withhold with respect to the making of such delivery under any provision of federal, state, local or foreign tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which the Surviving Corporation or Parent made such deduction and withholding.

Stock Options. (a) At the Effective Time, each outstanding option option, warrant or warrant other right to purchase Shares (a "Company Stock Option" or collectively and collectively, "Company Stock Options") issued pursuant to the Company's 1988 1991 Amended and Restated Stock Option Plan, 1990 the 1995 Outside Directors Stock Option Plan and the 1997 Non-Statutory Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 and all other agreements or arrangements other than the 1995 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options an option, warrant or warrantsright, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "Company Plans." Each Company Stock Option so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option Company Stock Option, whether or warrant not vested, in full immediately prior to the Effective Time rounded to the nearest whole share at a price per share share, rounded to the nearest whole cent, equal to (x) the aggregate exercise price for the Shares otherwise purchasable per Share pursuant to such Company Stock Option immediately prior to the Effective Time divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined adjusted as necessary in order to comply with Section 424(a) of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plans and that the agreements evidencing the grants of such Company Stock Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and ensure, to the extent required by and subject to the provisions of such Plans, that Company Stock Options that qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time . (c) At or before the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section 1.11. Promptly following the Effective Time, Parent shall, if no registration statement is in effect covering such Parent shares, file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to any Company Stock Options held by all persons with respect to whom registration on Form S-8 is available and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) At or before the Effective Time, the Company shall cause to be effected, in a manner reasonably satisfactory to Parent, such amendments, if any, to the Company Plans that are necessary to give effect to the foregoing provisions of this Section 1.11.

Stock Options. (a) At Immediately prior to the Effective Time, each outstanding option or warrant to purchase Shares Common Stock (a "Company Stock Option" ") granted under the Company's 1997 Equity Incentive Plan or collectively the Stock Option Plan for Non- Employee Directors or pursuant to any other employee stock option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 2.11(c) of the Company Disclosure Schedule (the "Company Stock OptionsOption Plans") issued ), whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan pursuant to the Company's 1988 which such Stock Option Plan, 1990 was issued. If and to the extent that a Stock Option Planshall not have been exercised at the Effective Time, 1992 Key Executive such Stock Option Plan, 1993 Employee Qualified shall be automatically canceled. Each holder of a canceled Stock Purchase Plan, 1996 Supplemental Stock PlanOption shall be entitled to receive as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Securities Exchange Act of 1934, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as rules and regulations promulgated thereunder (the "Exchange Act") from the Company Plans." Each Company Stock Option shall be deemed to constitute in consideration for such cancellation an option to acquire, on the same terms and conditions as were amount in cash (less applicable under such Company Stock Option, a number of shares of Parent Common Stock withholding taxes) equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Common Stock previously subject to such Company Stock Option, Option multiplied by (ii) the Exchange Ratio; providedexcess, howeverif any, that of the equivalent cash value of the Merger Consideration at the Effective Time ($1.50 plus 0.5 multiplied by the Average Trading Price for the 10-Day Period) over the exercise price per share of Common Stock previously subject to such Stock Option (the "Option Consideration ") upon surrender of such Stock Option to the Company or an affidavit of loss in the case form requested by Parent, together with such additional documentation as may be reasonably required by Parent or the Company. The surrender of a Stock Option in exchange for the Option Consideration in accordance with the terms of this Section 1.6(c) shall be deemed a release of any option and all rights the holder had or may have had in respect of such Stock Option. Prior to which the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Stock Options under the Company Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 421 1.6(c). Except as otherwise agreed to by the parties, (i) the provisions in the Company Stock Option Plans with respect to the right to issue or grant additional options or rights to acquire Common Stock shall terminate as of the Code applies by reason Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of its qualification under Section 422 any other interest in respect of the Code capital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and ("incentive stock options" or "ISOs" ii) the option priceCompany shall use its reasonable best efforts to assure that following the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the number of shares purchasable pursuant Surviving Corporation or any subsidiary thereof and to terminate all such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codeplans.

Stock Options. On the date Acquisition Sub purchases Shares pursuant to the Offer, each outstanding option to purchase Common Stock (aa "STOCK OPTION") At granted under the Company's 1994 Long-Term Stock Incentive Plan or pursuant to any other employee stock option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 3.3 of the Company Disclosure Schedule (the "COMPANY STOCK OPTION PLAN"), whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan pursuant to which such Stock Option was issued. If and to the extent that a Stock Option shall not have been exercised at the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company such Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the automatically canceled. Each holder of such Company a canceled Stock Option would have been shall be entitled to receive pursuant as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Merger had Exchange Act from the Company in consideration for such holder exercised such option or warrant cancellation an amount in full immediately prior to the Effective Time at a price per share cash (less applicable withholding taxes) equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Common Stock previously subject to such Company Stock Option, Option multiplied by (ii) the Exchange Ratio; providedexcess, howeverif any, that of the Per Share Amount over the exercise price per share of Common Stock previously subject to such Stock Option (the "OPTION CONSIDERATION") upon surrender of such Stock Option to the Company or an affidavit of loss in the case form requested by Parent, together with such additional documentation as may be reasonably required by Parent or the Company. The surrender of a Stock Option in exchange for the Option Consideration in accordance with the terms of this Section 2.6(c) shall be deemed a release of any option and all rights the holder had or may have had in respect of such Stock Option. Prior to which the purchase by Acquisition Sub of Shares pursuant to the Offer, the Company shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Stock Options under the Company Stock Option Plan and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 421 2.6(c). Except as otherwise agreed to by the parties, the Company shall use its reasonable best efforts to assure that following the purchase by Acquisition Sub of Shares pursuant to the Offer no participant in the Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option priceCompany, the number of shares purchasable pursuant Surviving Corporation or any subsidiary thereof and to terminate all such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codeplans.

Stock Options. (a) At the Effective Time, each unexercised and unexpired Company Option then outstanding under any Company Stock Option Plan or otherwise, whether or not then exercisable, shall be converted into an option or warrant to purchase Shares Parent Common Stock in accordance with this Section 2.4; provided, however, that with respect to any such Company Options granted under the Company’s Rules of Approved Executive Share Option Sub-Scheme and the Company’s Rules of Unapproved Share Option Sub-Scheme For Employees (a "the “UK Stock Option Plans”), (i) Parent shall use commercially reasonable efforts to obtain the consent of the holders of such Company Options to such conversion and (ii) each such Company Option so converted shall satisfy the requirements set forth in the UK Stock Option" or collectively "Option Plans applicable to such conversion; provided, further that to the extent any Company Stock Options") Options have been issued pursuant to agreements that have not been documented in writing, or that have been documented but not provided to Parent, the Company's 1988 Company shall use commercially reasonable efforts to obtain the consents of the holders of such Company Options to such conversion; provided, further that the Company and Parent agree to cooperate to restructure such conversion of Company Options held by holders who are not United States residents to the extent necessary or desirable in order to accommodate local legal or tax considerations. Each Company Option so converted shall have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Stock Option Plan and any agreements thereunder (or if issued other than pursuant to a Company Stock Option Plan, 1990 pursuant to the agreement that governs its issuance) immediately prior to the Effective Time and, to the extent allowable under applicable Law and the terms of the Company Stock Option PlanPlan (or such other agreement), 1992 Key Executive the terms and conditions of (i) the Employment Agreements, (ii) the executive transition assistance plan (substantially in the form provided to the Company by Parent on the date hereof), (iii) the employee transition assistance plan (substantially consistent with the terms and conditions set forth in the term sheet delivered to the Company by Parent on the date hereof) that Parent will adopt prior to the Effective Time (together, the “Transition Assistance Plans”) and (iv) Schedule C, except that (x) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the Table of Contents number of shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The conversion of any Company Options which are “incentive stock options,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code. Continuous employment with the Company or any Company Subsidiary shall be credited to the optionee for purposes of determining the vesting of all converted Company Options after the Effective Time. In addition to the foregoing, Parent shall assume each Company Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Plan and the number and kind of shares available for issuance under each such Company Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, Plan shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms provisions of this Section 1.11. All plans or agreements described above pursuant to which any the applicable Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansPlan." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.

Stock Options. (ai) At the Effective Time, each outstanding option or warrant to purchase Company Shares (a "Company Stock Option" or collectively ") under the Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementPlans, whether -------------- vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a the same number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Company Option in full immediately prior to the Effective Time (rounded down to the nearest whole number) (a "Substitute Option"), at a an exercise price per share ----------------- (rounded up to the nearest whole cent) equal to (xy) the aggregate exercise price for the Company Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (iz) the number of Shares otherwise full shares of Parent Common Stock deemed purchasable pursuant to such Company Option in accordance with the foregoing. Notwithstanding the foregoing, each purchase right granted under the Company's Employee Stock OptionPurchase Plan or the Company's Supplemental Employee Stock Purchase Plan (the "Purchase Plans") that is outstanding at the Effective Time shall --------- ----- be converted to a right to acquire upon the same terms and conditions as were applicable to such right immediately before the Effective Time, that number of shares (rounded down to the nearest whole share) of Parent Common Stock equal to the Exchange Ratio multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to Company Shares for which such option and the terms and conditions of exercise of such option shall be purchase right would otherwise have been exercisable determined in order to comply with Section 424(a) as of the Coderelevant grant date under the applicable Purchase Plan at a purchase price per share equal to 85% of the lower of (A) the fair market value of a Company Share on the relevant grant date divided by the Exchange Ratio or (B) the fair market value of a share of Parent Common Stock on the relevant purchase date.

Stock Options. (a) At As soon as practicable following the Effective Timedate of this Agreement, Parent and Company (or, if appropriate, any committee of the Board of Directors of Company administering Company's Amended and Restated Stock Option Plan and 1996 Stock Option Plan (collectively, the "COMPANY OPTION PLANS") shall take such action as may be required to effect the following provisions of this Section 1.04(a). The terms of each outstanding option or warrant granted by Company to purchase Shares shares of Company Common Stock under the Company Option Plans (a "Company Stock Option" or collectively COMPANY STOCK OPTION"Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement), whether vested or unvested, shall be converted adjusted as of necessary to provide that at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption (after giving effect to the existing provisions in the Company Option Plans or related option agreements that provide for the automatic acceleration of vesting upon consummation of a change of control of Company), a the same number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Company Stock Option in full immediately prior to the Effective Time (assuming for this purpose that such option were then exercisable), at a price per share of Parent Common Stock equal to (xA) the aggregate exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option option divided by (yB) the product of (i) the aggregate number of Shares otherwise shares of Parent Common Stock deemed purchasable pursuant to such Company Stock OptionOption (each, multiplied by as so adjusted, an "ADJUSTED OPTION"); provided that (iiafter aggregating all the Shares of a holder subject to Company Stock Options) any fractional share of Parent Common Stock resulting from such calculation for such holder shall be rounded down to the Exchange Rationearest whole share; providedand provided further that, however, that in the case of any option Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or QUALIFIED STOCK OPTIONS"ISOs" ) ), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option Adjusted Option shall be determined in order such manner so as to comply with Section 424(a) 424 of the Code. Upon exercise of an Adjusted Option, a cash payment shall be made to the holder of such Adjusted Option for the fractional share of Parent Common Stock referred to in the preceding sentence. For purposes of determining the amount of such payment the price of the Parent Common Stock shall be the average closing price per share of the Parent Common Stock on the NYSE for the five trading days immediately prior to the date of exercise.

Stock Options. (a) At As soon as practicable following the date of this Agreement, but in any event not less than fifteen trading days prior to the Closing, the Board of Directors of the Company (or, if appropriate, any committee administering the Company's 1989 Non-Qualified Stock Option Plan (the "NQSO Plan") or 1996 Incentive Stock Option Plan (the "ISO Plan," and together with the NQSO Plan, the "Company Option Plans") shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options (as defined in Section 3.03) issued pursuant to the Company Option Plans and related agreements, to provide that at the Effective Time, each Company Option outstanding (whether or not vested and exercisable) immediately prior to the Effective Time shall at the Effective Time cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option or warrant to purchase Shares (a "Company Stock Continuing Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of acquire Parent Common Stock in accordance with an amount and at an exercise price determined as provided in the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, immediately following sentence (and on substantially the same terms and conditions as were applicable under such Company Stock Option2 Option Plan and the agreements evidencing grants thereunder), subject to Section 1.02(b). At the Effective Time, if the holder of a Company Option which is then outstanding and unexercised has not timely elected (with respect to Company Options granted under the NQSO Plan) or has not timely requested (with respect to Company Options granted under the ISO Plan; or if so requested, if such request has been denied by the Company) to receive cash for such Company Option as described in subsection (b) of this Section 1.02, then such Company Option shall, in accordance with the provisions of the NQSO Plan or the ISO Plan, whichever is applicable, become a Continuing Option to acquire (x) the number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Company Common Stock subject to such Company Stock Option, Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; providedMerger Consideration (a partial share shall be rounded down to the next lower whole share), however, that with (y) an exercise price equal to the quotient of (i) the original exercise price per share (the "Original Exercise Price") of Company Common Stock subject to such Company Option in effect immediately prior to the Effective Time divided by (ii) the Merger Consideration and rounding the exercise price thus determined to the nearest whole cent (a half cent shall be rounded to the next higher whole cent). In the case of any option Company Options intended to which Section 421 of the Code applies by reason of its qualification under be incentive stock options (as defined in Section 422 of the Code ("incentive stock options" or "ISOs" ) Code), the option exercise price, the number of shares purchasable pursuant of Parent Common Stock subject to such option Continuing Option and the terms and conditions of or exercise of such option Continuing Option shall be determined in order to comply with the requirements of Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each Company stock option (“Company Option”) granted and outstanding option or warrant to purchase Shares under the Company’s Second Amended and Restated 1994 Stock Option Plan (a "the “Company Stock Option" or collectively "Company Stock Options"Option Plan”) issued pursuant which is outstanding and unexercised immediately prior to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementEffective Time, whether vested or unvestednot vested, shall be converted as of the Effective Time into options or warrants, as applicable, and become an option to purchase shares of Parent Common Stock Stock, and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the date of this Section 1.11Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by which it is evidenced. All plans or agreements described above pursuant to which any Accordingly, from and after the Effective Time, (i) each Company Stock Option has been issued or assumed by Parent may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of exercised solely for shares of Parent Common Stock equal to Stock, (ii) the number of shares of Parent Common Stock that the holder of subject to each such Company Stock Option would have been entitled to receive pursuant shall be equal to the Merger had number of shares of Company Common Stock subject to such holder exercised such option or warrant in full Company Option immediately prior to the Effective Time at multiplied by a price fraction (the “Exchange Ratio”), the numerator of which shall be the fair market value per share equal of common stock of Parent as of the Closing (as determined by Parent), and the denominator shall be $3.22, which product shall then be rounded down to the nearest whole share, (xiii) the aggregate per share exercise price for the Shares otherwise purchasable pursuant to under each such Company Stock Option divided shall be adjusted by (y) dividing the product of (i) the number of Shares otherwise purchasable pursuant to per share exercise price under such Company Stock Option, multiplied Option by (ii) the Exchange RatioRatio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 1.6 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the CodeEffective Time.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "each “Company Stock Option" or collectively "” and, collectively, “Company Stock Options"”) issued pursuant to the Company's 1988 ’s 1998 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Plan or any other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.112.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "“Company Plans." Each ” At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Company Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share, at a price per share of Parent Common Stock equal to (xi) the aggregate per share exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio, rounded up to the nearest cent; provided, however, that in the case of any option to Table of Contents which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("“incentive stock options" ” or "“ISOs" ) ”), Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall to be determined in order so as to comply with Section 424(a) of the Code. Notwithstanding anything herein to the contrary, each Company Stock Option issued to a non-employee director of the Company shall automatically be deemed amended so that such non-employee director shall be entitled to exercise such Company Stock Option for a period of at least 90 days after the Effective Time.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a each "Company Stock OptionCOMPANY STOCK OPTION" or collectively and, collectively, "Company Stock OptionsCOMPANY STOCK OPTIONS") issued pursuant to the Company's 1988 1995 Stock Plan, 2001 Incentive Stock Plan, 2001 Employee Stock Purchase Plan, 2002 Nonstatutory Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Altius 1999 Plan or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansCOMPANY PLANS." Each At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (including but not limited to vesting schedule) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS" or "ISOs" ISOS") the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order so as to comply with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase IPIX Shares (a an "Company IPIX Stock Option" or collectively collectively, "Company IPIX Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive Equity Compensation Plan and Nonqualified Stock Option Plan, or all other agreement or arrangementcontractual grants for options to purchase IPIX Shares, whether vested or unvestedunvested and all other outstanding options to purchase IPIX Shares that are listed in Section 1.09 of the Disclosure Schedule, shall be converted as assumed by Newco (all of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All such plans or agreements described above pursuant to which any Company IPIX Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company IPIX Stock Option Plans." "). Each Company IPIX Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company IPIX Stock Option, a the same number of shares of Parent Common Stock equal Newco Shares (rounded up to the number of shares of Parent Common Stock that nearest whole share) as the holder of such Company IPIX Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, at a price per share (rounded up to the nearest whole cent) equal to (xy) the aggregate exercise price for the IPIX Shares otherwise purchasable pursuant to such Company IPIX Stock Option divided by (y) the product of (iz) the number of Newco Shares otherwise deemed purchasable pursuant to such Company IPIX Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section section 421 of the Code applies by reason of its qualification under Section section 422 of the Code ("incentive stock options" or "ISOs" ) "), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section section 424(a) of the Code.

Stock Options. As of the time the Purchaser initially accepts for ------------- payment and pays for the Shares pursuant to Section 1.1 (a) At the Effective TimeAInitial Payment Time@), each outstanding stock option or warrant to purchase Shares (a an "Company Stock Option" or collectively and, collectively, the "Company Stock Options") issued pursuant to granted under the Company's 1988 Stock Option PlanCommand Systems, 1990 Stock Option PlanInc. 1997 Employee, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Director and Consultant Stock Plan, as amendedamended and restated, 1997 Stock and those certain options set forth on Schedule 2.1(d) hereto (collectively, the "Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementPlans"), whether or not then vested or unvestedexercisable, shall be cancelled and converted as into the right to receive from the Company an amount of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock cash equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Company Common Stock subject to such Company Stock Option, multiplied by each Option and (ii) the Exchange Ratio; providedexcess, howeverif any, that in the case of any option to which Section 421 of the Code applies by reason Merger Consideration over the exercise price per share of its qualification under Section 422 Company Common Stock of each Option (the aggregate amount being referred to herein as the "Option Consideration"). Prior to the Initial Payment Time, the Company shall take all steps necessary to give written notice to each holder of an Option that all Options shall be canceled effective as of the Code ("incentive stock options" Initial Payment Time and the Company shall pay such holder, promptly following the Initial Payment Time, the Option Consideration for all Options held by such holder. The Company's Board of Directors or "ISOs" any committee thereof responsible for the administration of the Option Plans shall take any and all action necessary to effectuate the matters described in this Section 2.1(d) on or before the option price, Initial Payment Time. Schedule 3.2 sets forth the number of shares purchasable of Company Common Stock reserved for issuance upon exercise of outstanding Options and sets forth the exercise price for each such Option. Any amounts payable pursuant to such option and the terms and conditions of exercise of such option this Section 2.1(d) shall be determined in order subject to comply with Section 424(a) any required withholding of the Codetaxes and shall be paid without interest.

Stock Options. (a) At the Effective Time, each outstanding option option, whether vested or warrant to purchase Shares unvested (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to ), that is then outstanding under any of the Company's 1988 Stock Option PlanPlans (collectively, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental the "Stock Plan, as amended, 1997 Stock ") shall automatically and without further action by the holder of a Company Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive become fully vested and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of assumed by Parent Common Stock in accordance with the terms (as in effect on the date hereof) of this Section 1.11the Stock Plan and the stock option agreement, if any, by which such Company Option is evidenced. All plans or agreements described above pursuant rights with respect to which any Company Common Stock under outstanding Company Options shall thereupon be converted, subject to the provisions hereof, into rights with respect to Parent Class A Common Stock. From and after the Effective Time, (i) each Company Option has been issued or assumed by Parent (collectively, the "Assumed Options") may be issued other than outstanding warrants are referred to collectively as exercised solely for shares of Parent Class A Common Stock, (ii) the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Class A Common Stock subject to each such Assumed Option shall be equal to the number of shares of Parent Class A Common Stock that which the holder of such Company Stock Assumed Option would have been entitled to receive received pursuant to Section 1.5, without giving effect to any adjustment to the Merger Share Consideration pursuant to Section 1.5(f), in exchange for the shares of Company Common Stock subject to such Assumed Option if such Assumed Option had such holder been exercised such option or warrant in full immediately prior to the Effective Time at a price Time, (iii) the per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant Parent Class A Common Stock issuable upon exercise of each such Assumed Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Stock Option divided Assumed Option, as in effect immediately prior to the Effective Time, by (y) a fraction the product numerator of (i) which is the number of Shares otherwise purchasable pursuant shares of Parent Class A Common Stock subject to such Assumed Option immediately after the Effective Time, and the denominator of which is the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time, and rounding the resulting exercise price up to the nearest whole cent, and (iv) all restrictions on the exercise of each such Assumed Option shall continue in full force and effect and the term, exercisability, status as an incentive or nonqualified option, and other provisions of such Company Option, multiplied by (ii) except the Exchange Ratiovesting schedule, shall otherwise remain unchanged; provided, however, that each such Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the case of Effective Time but without giving effect to any adjustment to the Share Consideration pursuant to Section 1.5(f). Notwithstanding the foregoing, the parties acknowledge that it may be necessary to amend the Parent's stock option plan to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, increase the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined available for grant thereunder in order to comply with permit the issuance of stock options as contemplated by this Section 424(a1.11, and the provisions hereof are subject to shareholder approval of any such amendment. The Company and Parent shall take all action that may be necessary (under the Stock Plan and otherwise) to effectuate the provisions of the Codethis Section 1.11.

Stock Options. (a) At the Effective Time, (i) each outstanding option or warrant to purchase Shares Seller Common Stock (a each, an "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the CompanySeller's 1988 Amended and Restated 1996 Stock Option Plan, 1990 Stock Plan (the "Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement"), whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option assumed by Buyer and shall be deemed to constitute an option (an "Assumed Option") to acquire, on the same terms and conditions as were applicable under such Company Stock OptionOption prior to the Effective Time, a that number of shares of Parent Buyer Common Stock equal (rounded down to the nearest whole number) determined by multiplying (A) the Common Exchange Ratio by (B) the number of shares of Parent Seller Common Stock that the holder of such Company Stock Option would have been entitled then subject to receive purchase pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Option, at a price per share (rounded up to the nearest $.001) equal to (x) the aggregate exercise price for the Shares otherwise shares of Seller Common Stock then subject to purchase pursuant to such Option, divided by the number of full shares of Buyer Common Stock deemed to be purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Assumed Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option that, with respect to an Option to which Section 421 of the Code applies by reason of its qualification under Section 422 or 423 of the Code (a "incentive qualified stock options" option"), in no event shall the terms of any Assumed Option give the holder of a qualified stock option additional benefits that he or "ISOs" she did not have under such qualified stock option, (ii) any references in each such Assumed Option to Seller shall be deemed to refer to Buyer, where appropriate, and (iii) Buyer shall assume the option priceOption Plan and any references in the Option Plan to Seller shall be deemed to refer to Buyer, where appropriate. To the number extent necessary to register such shares, Buyer shall file on or prior to the date that is thirty (30) days after the Closing Date, and maintain the effectiveness of, a registration statement or registration statements on Form S- 8 with respect to the shares of Seller Common Stock subject to such Assumed Options for so long as such Assumed Options remain outstanding. Buyer shall use reasonable efforts to take such actions as are necessary for the conversion of the Assumed Options pursuant to this Section 1.7.5, including the reservation, issuance and listing of shares purchasable pursuant of Buyer Common Stock as are necessary to such option and effectuate the terms and conditions of exercise of such option shall be determined in order to comply with transaction contemplated by this Section 424(a) of the Code1.7.5.

Stock Options. (a) At On the Effective TimeDate, each outstanding option or warrant the Company hereby agrees to purchase Shares cause the issuance to Employee of stock options (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent common stock, $.01 par value, of the Company ("Common Stock") as follows: Stock Options to purchase 225,000 shares of Common Stock to be issued on the Effective Date ("Base Stock Options"). Employee will also be eligible for consideration of additional stock options during each year of the Term, as determined by the Compensation Committee, in its sole discretion ("Additional Stock Options"). All Base Stock Options and any Additional Stock Options shall be issued pursuant to, and in accordance with, the Company's 1994 Stock Option Plan (the "Plan"). The issuance of the Base Stock Options shall be subject to approval of the Shareholders of the Company. The Company shall submit for approval of its Shareholders at the next annual meeting of Shareholders of the Company, any increase in the shares authorized under the Plan as may be necessary for issuance of the Base Stock Options to be granted hereunder. The maximum number of Base Stock Options shall be qualified stock options under the Plan as would not cause a disqualification under applicable Internal Revenue Code Sections or regulations thereunder, and the remainder of Base Stock Options shall be non-qualified stock options under the Plan. Each Base Stock Option shall be exercisable at a price equal to the Fair Market Value (as defined in the Plan) of the Common Stock on the date of issuance of such Base Stock Option (or if such date is not a business day, then such option shall be exercisable at a price equal to the Fair Market Value on the next business day following such date) in accordance with the terms of this Section 1.11the Plan and shall vest over a three year period from the date of grant at a rate of 331/3% per year, commencing with the first anniversary of the date of grant. All plans or agreements described above pursuant to which any Company Employee's vested Base Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option Options shall be deemed exercisable for a period of ten years from the date of issuance. Upon the termination of the Agreement, any unvested Base Stock Options shall lapse, except as otherwise provided in Section 7 below, and Employee shall have ninety (90) days from the date of termination of his employment with the Company, for any reason, to constitute an option to acquire, on the same terms and conditions as were applicable under such Company exercise any vested Base Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to Options (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that one year in the case of any option to which Section 421 of the Code applies termination by reason of its qualification under Section 422 death or disability of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the CodeEmployee).

Stock Options. (a) At the Effective Time, each unexercised and unexpired Company Option then outstanding under any Company Stock Option Plan or otherwise, whether or not then exercisable, shall be converted into an option or warrant to purchase Shares Parent Common Stock in accordance with this Section 2.4; provided, however, that with respect to any such Company Options granted under the Company’s Rules of Approved Executive Share Option Sub-Scheme and the Company’s Rules of Unapproved Share Option Sub-Scheme For Employees (a "the “UK Stock Option Plans”), (i) Parent shall use commercially reasonable efforts to obtain the consent of the holders of such Company Options to such conversion and (ii) each such Company Option so converted shall satisfy the requirements set forth in the UK Stock Option" or collectively "Option Plans applicable to such conversion; provided, further that to the extent any Company Stock Options") Options have been issued pursuant to agreements that have not been documented in writing, or that have been documented but not provided to Parent, the Company's 1988 Company shall use commercially reasonable efforts to obtain the consents of the holders of such Company Options to such conversion; provided, further that the Company and Parent agree to cooperate to restructure such conversion of Company Options held by holders who are not United States residents to the extent necessary or desirable in order to accommodate local legal or tax considerations. Each Company Option so converted shall have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Stock Option Plan and any agreements thereunder (or if issued other than pursuant to a Company Stock Option Plan, 1990 pursuant to the agreement that governs its issuance) immediately prior to the Effective Time and, to the extent allowable under applicable Law and the terms of the Company Stock Option PlanPlan (or such other agreement), 1992 Key Executive the terms and conditions of (i) the Employment Agreements, (ii) the executive transition assistance plan (substantially in the form provided to the Company by Parent on the date hereof), (iii) the employee transition assistance plan (substantially consistent with the terms and conditions set forth in the term sheet delivered to the Company by Parent on the date hereof) that Parent will adopt prior to the Effective Time (together, the “Transition Assistance Plans”) and (iv) Schedule C, except that (x) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The conversion of any Company Options which are “incentive stock options,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code. Continuous employment with the Company or any Company Subsidiary shall be credited to the optionee for purposes of determining the vesting of all converted Company Options after the Effective Time. In addition to the foregoing, Parent shall assume each Company Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Plan and the number and kind of shares available for issuance under each such Company Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, Plan shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms provisions of this Section 1.11. All plans or agreements described above pursuant to which any the applicable Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansPlan." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.

Stock Options. All options and warrants to acquire Company Common Stock (aindividually, a "Company Option" and collectively, the "Company Options") outstanding at the Effective Time under the Company's 1992 Stock Option Plan, the Company's 1995 Stock Option Plan or otherwise (the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, each outstanding option such Company Options, by virtue of the Merger and without any further action on the part of the Company or warrant to purchase Shares (a "the holder of such Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as assumed by Watsxx xx such manner that Watsxx (x) is a corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Effective Time into options Code; or warrants(b) to the extent that Section 424 of the Code does not apply to any such Company Options, as applicable, would be such a A-2 3 corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11such option. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall assumed by Watsxx xxxll be deemed to constitute an option to acquire, on exercisable upon the same terms and conditions as were under the applicable under Company Stock Option Plan and the applicable option agreement issued thereunder, except that (x) the unexercised portion of each such Company Stock Option, a Option shall be exercisable for that whole number of shares of Parent Common Watsxx Xxxmon Stock (rounded to the nearest whole share, with 0.5 rounded upward) equal to the number of shares of Parent Company Common Stock that subject to the holder unexercised portion of such Company Stock Option would have been entitled to receive pursuant to multiplied by the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by Exchange Ratio; and (y) the product option exercise price per share of (i) Watsxx Xxxmon Stock shall be an amount equal to the number option exercise price per share of Shares otherwise purchasable pursuant Company Common Stock subject to such Company Stock Option, multiplied Option in effect at the Effective Time divided by (ii) the Exchange Ratio; providedRatio (the option price per share, howeveras so determined, that in being rounded to the case of any option to which Section 421 of the Code applies by reason of its qualification nearest full cent, with $0.005 rounded upward). No payment shall be made for fractional interests. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code Code, if applicable, and all of the other terms of the Company Options shall otherwise remain unchanged unless modified by or as a result of the transaction contemplated by this Agreement. As soon as practicable after the Effective Time, Watsxx xxxll deliver to the holders of Company Options appropriate notices setting forth such holders' rights pursuant to such Company Options, as amended by this Section 1.5 as well as notice of Watsxx'x xxxumption of the Company's obligations with respect thereto ("incentive stock options" or "ISOs" ) the option price, the which occurs by virtue of this Agreement). Watsxx xxxll take all corporate actions necessary to reserve for issuance such number of shares purchasable pursuant of Watsxx Xxxmon Stock as will be necessary to such option and satisfy exercises in full of all Company Options after the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the CodeEffective Time. 1.6.

Stock Options. (a) At Each outstanding option to purchase shares of MediaOne Common Stock granted under any stock option or compensation plans or arrangements (a "MediaOne Stock Option"), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 MediaOne Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of outstanding immediately prior to the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company MediaOne Stock OptionOption (including terms regarding vesting), a the same number of shares of Parent Comcast Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company MediaOne Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant MediaOne Stock Option in full immediately prior to the Effective Time Time, at a price per share of Comcast Common Stock equal to (xA) the aggregate exercise price for the Shares shares of MediaOne Common Stock otherwise purchasable pursuant to such Company MediaOne Stock Option divided by (yB) the product of (i) the aggregate number of Shares otherwise shares of Comcast Common Stock deemed purchasable pursuant to such Company MediaOne Stock Option (each, as so adjusted, an "Adjusted Option"); provided that any fractional share of Comcast Common Stock resulting from an aggregation of all the shares of a holder subject to MediaOne Stock Option shall be rounded up to the nearest whole share, multiplied by (ii) the Exchange Ratio; providedand provided further that, however, that in the case of for any option MediaOne Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) 424 of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a each "Company Stock OptionCOMPANY STOCK OPTION" or collectively and, collectively, "Company Stock OptionsCOMPANY STOCK OPTIONS") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, Plan or any other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.112.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company PlansCOMPANY PLANS." Each At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable under to such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Company Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share, at a price per share of Parent Common Stock equal to (xi) the aggregate per share exercise price for the Shares shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio, rounded up to the nearest cent; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS" or "ISOs" ) "), Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall to be determined in order so as to comply with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each outstanding option option, warrant or warrant other right to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Level One Communications, Incorporated 1993 Stock Option Plan, 1990 the Level One Communications, Incorporated 1985 Stock Option, Nonqualified Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified and Restricted Stock Purchase Plan, 1996 Supplemental Stock Planthe Jato Technologies, as amended, Inc. 1997 Stock Option Plan, as amended, 1994 Outside Director the San Francisco Telecom Stock Option Plan and the Acclaim Communications 1996 Stock Incentive Plan, Key Executive Stock Option Planas amended July 14, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan1997, or other agreement or arrangementarrangement other than options held by the Company's outside directors, whether vested or unvested, shall be converted as of the Effective Time into options an option, warrant or warrantsright, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant warrant, whether or not vested, in full immediately prior to the Effective Time rounded to the nearest whole share at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plan and that the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and ensure, to the extent required by and subject to the provisions of such Plans, that Company Stock Options that qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time. (c) At or before the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section 1.11. Not later than five (5) business days after the Effective Time, Parent shall, if no registration statement is in effect covering such Parent shares, file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to any Company Stock Options held by persons who are directors, officers or employees of the Company or its subsidiaries and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. 4 10 (d) At or before the Effective Time, the Company shall cause to be effected, in a manner reasonably satisfactory to Parent, amendments to the Company Plans to give effect to the foregoing provisions of this Section 1.11. ARTICLE 2

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares shares of Company Common Stock under the Company Stock Option Plans (each, a "Company Stock ------- Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement), whether vested or unvested, shall be assumed by Parent and converted as of the Effective Time ------ into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option (each, a "Parent Option") to acquire, on substantially the same ------------- terms and conditions conditions, including but not limited to any performance criteria set forth in the applicable stock option agreements (provided, that notwithstanding any termination of employment with Parent or any resignation as a director of the Company, each optionee shall be deemed, solely for the purposes of such Parent Option, to be an employee or director, as the case may be, for the entire term of each such Parent Option), as were applicable under such Company Stock Option, a the number of whole shares of Parent Common Stock equal to the number of shares of Parent Company Common Stock that the holder were issuable upon exercise of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at multiplied by the Exchange Ratio (calculated, if the Election is made, based on the greater of the Parent Average Price determined as set forth in Section 2.1(a)(ii) or a Parent Average Price of $80.00 per share, and in any event rounded down to the nearest whole number of shares of Parent Common Stock), and the per share exercise price of the shares of Parent Common Stock issuable upon exercise of such Parent Option shall be equal to the exercise price per share equal of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio (x) calculated, if the aggregate exercise price for Election is made, as set forth above, and in any event rounded up to the Shares otherwise purchasable pursuant to such nearest whole cent). The Company shall not, and shall cause any Company Stock Option divided Plan administrator not to, take any action prior to the Effective Time that will extend the exercise period of any Company Option or cause the vesting period of any Company Option to accelerate under any circumstances (other than as may already be provided by (y) the product terms of (i) the number of Shares otherwise purchasable pursuant to such Company Stock OptionOption or as is contemplated by this Section 2.2(a)), multiplied by (ii) regardless of whether such circumstances are to occur before or after the Exchange Ratio; providedEffective Time, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable pursuant to such option and otherwise amend the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codeoutstanding Company Options.

Stock Options. (a) At As soon as practicable following the date of this Agreement, the Board of Directors of AVEMCO (or, if appropriate, any committee administering the AVEMCO Stock Option Plans) shall adopt such resolutions or take such other actions as may be required to effect the following with respect to all options to purchase shares of AVEMCO Common Stock granted under the AVEMCO Stock Option Plans or otherwise ("Options") not exercised prior to the Closing Date: (i) adjust the terms of all such Options to purchase shares of AVEMCO Common Stock to provide that, at the Effective Time, each Option outstanding option or warrant immediately prior to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on substantially the same terms and conditions conditions, as were applicable to such Option under the terms of such Company Option and the applicable AVEMCO Stock OptionOption Plans, a the same number of shares of Parent HCCH Common Stock equal (rounded down to the number of shares of Parent Common Stock that nearest whole share) as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant Option in full immediately prior to the Effective Time Time, at a price per share equal to (xy) the aggregate exercise price for the Shares shares of AVEMCO Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (iz) the number of Shares otherwise shares of HCCH Common Stock deemed purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that (i) no certificate or scrip representing fractional shares of HCCH Common Stock shall be issued in respect of any Option as adjusted pursuant to this Section 2.5 and (ii) any such fractional share will not entitle the owner thereof to vote or to any rights of a shareholder of HCCH; provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Section 422 of the Code ("incentive qualified stock options" or "ISOs" ) ), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code.; and (ii) make such other changes to the AVEMCO Stock Option Plans as it deems appropriate to give effect to the Merger (subject to the approval of HCCH, which shall not be unreasonably withheld). (b) Any provisions in the AVEMCO Stock Option Plans providing for the issuance, transfer or grant of any capital stock of AVEMCO or any interest in respect of any capital stock of AVEMCO shall be deleted as of the Effective Time, and AVEMCO shall use commercially reasonable efforts to ensure that following the Effective Time no holder of an Option or any participant in any AVEMCO Stock Option Plan shall have any right thereunder to acquire any capital stock of AVEMCO, HCCH or the Surviving Corporation, except as contemplated in this Section 2.5. 7 13 (c) As soon as practicable after the Effective Time, HCCH shall deliver to the holders of Options appropriate notices setting forth such holder's rights pursuant to the respective AVEMCO Stock Option Plans and the agreements evidencing the grants of such Options shall continue in effect on substantially the same terms and conditions (subject to the adjustments required by this Section 2.5 after giving effect to the Merger). Except as otherwise provided in this Section 2.5, HCCH shall comply with the terms of the AVEMCO Stock Option Plans and ensure, to the extent required by, and subject to the provisions of such AVEMCO Stock Option Plans, that the Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. (d) HCCH agrees to use commercially reasonable efforts to take such actions as are necessary for the conversion of the Options in accordance with this Section 2.5, including: (i) the reservation, issuance and listing of HCCH Common Stock as is necessary to effectuate the transactions contemplated by Section 2.5; (ii) entering into such agreements as are necessary to assume such Options; and (iii) the filing of a registration statement or statements pursuant to Section 8.6 hereof, to facilitate the public sale of stock issuable upon the exercise of such Options. (e) A holder of an Option adjusted in accordance with this Section 2.5 may exercise such adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to HCCH, together with the consideration therefor and the federal withholding tax amount, if any, required in accordance with the related AVEMCO Stock Option Plans. ARTICLE III THE SURVIVING CORPORATION SECTION 3.1

Stock Options. (a) At Immediately prior to the Effective Time, each outstanding option or warrant to purchase Shares Common Stock (a "Company Stock Option" or collectively "Company Stock OptionsSTOCK OPTION") issued pursuant to granted under the Company's 1988 1997 Equity Incentive Plan or the Stock Option PlanPlan for Non-Employee Directors or pursuant to any other employee stock option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 2.11(c) of the Company Disclosure Schedule (the "COMPANY STOCK OPTION PLANS"), 1990 whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan, 1992 Key Executive Plan pursuant to which such Stock Option Planwas issued. If and to the extent that a Stock Option shall not have been exercised at the Effective Time, 1993 Employee Qualified such Stock Purchase Plan, 1996 Supplemental Option shall be automatically canceled. Each holder of a canceled Stock PlanOption shall be entitled to receive as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Securities Exchange Act of 1934, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as rules and regulations promulgated thereunder (the "EXCHANGE ACT") from the Company Plans." Each Company Stock Option shall be deemed to constitute in consideration for such cancellation an option to acquire, on the same terms and conditions as were amount in cash (less applicable under such Company Stock Option, a number of shares of Parent Common Stock withholding taxes) equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Common Stock previously subject to such Company Stock Option, Option multiplied by (ii) the Exchange Ratio; providedexcess, howeverif any, that of the equivalent cash value of the Merger Consideration at the Effective Time over the exercise price per share of Common Stock previously subject to EXECUTION COPY EXHIBIT 2.1 such Stock Option (the "OPTION CONSIDERATION") upon surrender of such Stock Option to the Company or an affidavit of loss in the case form requested by Parent, together with such additional documentation as may be reasonably required by Parent or the Company. The surrender of a Stock Option in exchange for the Option Consideration in accordance with the terms of this Section 1.6(c) shall be deemed a release of any option and all rights the holder had or may have had in respect of such Stock Option. Prior to which the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Stock Options under the Company Stock Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 421 1.6(c). Except as otherwise agreed to by the parties, (i) the provisions in the Company Stock Option Plans with respect to the right to issue or grant additional options or rights to acquire Common Stock shall terminate as of the Code applies by reason Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of its qualification under Section 422 any other interest in respect of the Code capital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and ("incentive stock options" or "ISOs" ii) the option priceCompany shall use its reasonable best efforts to assure that following the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the number of shares purchasable pursuant Surviving Corporation or any subsidiary thereof and to terminate all such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codeplans.

Stock Options. (a) At the SM Effective Time, each outstanding option or warrant to purchase Shares Spice Common Stock and any stock appreciation rights related thereto that has been granted pursuant to a Spice Stock Plan (a "Company Spice Stock Option" or collectively "Company Stock Options") issued and, at the RM Effective Time, each outstanding option to purchase MXP Common Stock and any stock appreciation rights related thereto that has been granted pursuant to the Company's 1988 a MXP Stock Option Plan, 1990 Plan ("MXP Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementOption"), whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11assumed by RM Surviving Corporation. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option such option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Spice Stock Option or MXP Stock Option, a number of shares of Parent New Common Stock equal to the number of shares of Parent Spice Common Stock that the holder of or MXP Common Stock, purchasable pursuant to such Company Spice Stock Option would have been entitled to receive pursuant to or MXP Stock Option multiplied by the Merger had such holder exercised such option Spice Conversion Number or warrant in full immediately prior to the Effective Time MXP Conversion Number, as applicable, at a price per share equal to (x) the aggregate per-share exercise price for the Shares otherwise shares of Spice Common Stock purchasable pursuant to such Company Spice Stock Option divided by (y) the product Spice Conversion Number or the per-share exercise price for the shares of (i) the number of Shares otherwise MXP Common Stock purchasable pursuant to such Company MXP Stock OptionOption divided by the MXP Conversion Number, multiplied by (ii) the Exchange Ratioas applicable; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 any of Sections 422-424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; and provided further, that, unless otherwise provided in the applicable Spice Stock Plan, Spice Stock Option, MXP Stock Plan or MXP Stock Option, the number of shares of New Common Stock that may be purchased upon exercise of such Spice Stock Option or MXP Stock Option shall not include any fractional share and, upon exercise of such Spice Stock Option or MXP Stock Option, a cash payment shall be made for any fractional share based upon the closing price of a share of New Common Stock on the NYSE on the trading day immediately preceding the date of exercise.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive all employee and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into director stock options or warrants, as applicable, to purchase shares of Parent First American Common Stock in accordance with (each, a "First American Stock Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire shares of First American Common Stock and shall be converted automatically into options to purchase shares of AmSouth Common Stock, (each, an "AmSouth Stock Option") and AmSouth shall assume each such First American Stock Option subject to the terms thereof, including but not limited to the accelerated vesting of this Section 1.11. All such options which shall occur in connection with and by virtue of the transactions contemplated hereby as and to the extent required by the plans or and agreements described above pursuant to which any Company governing such First American Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as Options; provided, however, that from and after the "Company Plans." Each Company Effective Time, (1) the number of shares of AmSouth Common Stock purchasable upon exercise of such First American Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent First American Common Stock that the holder of were purchasable under such Company First American Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, howeverand rounding to the nearest whole share, that and (2) the per share exercise price under each such First American Stock Option shall be adjusted by dividing the per share exercise price of each such First American Stock Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each First American Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transactions with respect to AmSouth Common Stock on or subsequent to the case of any option Effective Date. Notwithstanding the foregoing, each First American Stock Option which is intended to which Section 421 of the Code applies by reason of its qualification under be an "incentive stock option" (as defined in Section 422 of the Code ("Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options" or "ISOs" ) , fractional shares shall be rounded down to the option price, the nearest whole number of shares purchasable pursuant and where necessary the per share exercise price shall be rounded down to such option and the terms and conditions nearest cent. At or prior to the Effective Time, AmSouth shall take all corporate action necessary to reserve for issuance a sufficient number of shares of AmSouth Common Stock for delivery upon exercise of such option First American Stock Options assumed by it in accordance with this Section 3.05. As soon as practicable after the Effective Time, AmSouth shall file a registration statement on Form S-3 or Form S-8, as the case may be determined in order (or any successor or other appropriate forms) with respect to comply with Section 424(a) of the CodeAmSouth Common Stock subject to First American Stock Options converted hereunder.

Stock Options. (a) At the Effective Time, each The Company shall take all actions necessary to provide that all outstanding option or warrant options to purchase Shares acquire shares of Company Common Stock (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to granted under any stock option plan, program or similar arrangement of the Company's 1988 Company or any of its Subsidiaries, each as amended (the "Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedPlans"), shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms become fully exercisable and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full vested immediately prior to the Effective Time whether or not otherwise exercisable and vested. The Company shall comply with the terms of the Stock Option Plans, as applicable, and, to the extent required thereunder, provide written notice to the holders of Options that such Options shall be treated as set forth herein. All Options which are outstanding immediately prior to the Effective Time shall be canceled and become null and void and the holders thereof shall be entitled to elect (1) to receive from the Company at a price per the same times and in the same manner as the Company Stockholders pursuant to this Article III, for each Option to acquire one share of Company Common Stock, (A) an amount in cash equal to (x) the aggregate exercise price for cash payable to the Shares otherwise purchasable holder of one share of Company Common Stock pursuant to such Company Stock Option divided by Section 3.2 assuming all Options had been exercised prior to the Effective Time minus (y) the product exercise price per share of such Option (ithe "Exercise Difference"), plus (B) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, certificates representing that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable of Buyer Class A Common Stock which the holder of one share of Company Common Stock would have the right to receive pursuant to such option Sections 3.1 and 3.2 as adjusted as set forth in Section 3.3 hereof assuming all Options had been exercised prior to the Effective Time, plus (C) Warrants in an amount issued to the holder of one share of Company Common Stock pursuant to Section 3.5, plus (D) the right to receive the Contingent Additional Consideration that may be payable to the holder of one share of Company Common Stock pursuant to Section 3.4, or (2) if the Exercise Difference is negative, as a condition for receiving the Buyer Class A Common Stock, the Warrants and the terms and conditions of exercise of right to receive the Contingent Additional Consideration under clause (1) above, to pay such option difference in cash to the Company on or before the Closing Date. All applicable withholding taxes attributable to the payments made hereunder or to distributions contemplated hereby shall be determined in order to comply with Section 424(adeducted from the amounts payable under clause (A) above or by payment of cash by the CodeOption holder if amounts payable under clause (A) are insufficient.

Stock Options. (a) At Section 2.5.1 Prior to the Effective Time, the Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that each outstanding unexpired and unexercised option or warrant similar right to purchase Shares Company Common Stock (a "the “Company Stock Option" or collectively "Company Stock Options") issued pursuant to ”), under the Company's 1988 ’s Omnibus Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock and Award Plan, as amended, 1997 and the Company’s Equity Compensation Plan (the “Company Stock Option PlanPlans”), as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive that is vested and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted exercisable as of the Effective Time into options or warrants(the “Vested Company Options”), shall be cancelled effective as applicableof immediately after the Effective Time, to purchase shares and, in exchange therefor, each former holder of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any such cancelled Vested Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed entitled to constitute receive from Parent as soon as reasonably practicable following the Closing Date, in consideration of the cancellation of such Vested Company Option and in settlement therefor, an option amount in cash (without interest and subject to acquire, on any applicable withholding or other taxes required by applicable Law to be withheld) equal to the same terms and conditions as were applicable under such Company Stock Option, a product of (A) the total number of shares of Parent Company Common Stock equal previously subject to such Vested Company Option and (B) the number excess, if any, of shares of Parent the Common Stock that Per Share Price over the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a exercise price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant of Company Common Stock previously subject to such Vested Company Stock Option divided by (y) such amounts payable hereunder being referred to as the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio“Option Payment”); provided, however, that Parent shall deliver to the Escrow Agent on behalf and in the case name of any option to which Section 421 such holder (1) an amount in cash representing the Option Pro Rata Share of the Code applies by reason of its qualification under Section 422 Indemnification Escrow Amount such holder has the right to receive and (2) an amount in cash representing the Option Pro Rata Share of the Code ("incentive stock options" or "ISOs" ) Adjustment Escrow Amount such holder has the option priceright to receive. Immediately after the Effective Time, any such cancelled Vested Company Option shall no longer be exercisable by the number former holder thereof, but shall only entitle such holder to the payment of shares purchasable pursuant to such option the Option Payment, and the terms and conditions Company will use its reasonable best efforts to obtain all necessary consents to ensure that former holders of exercise of such option shall be determined in order Vested Company Options will have no rights other than the right to comply with Section 424(a) of receive the CodeOption Payment.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time then outstanding Company Options shall by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by Parent and converted into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a subscribe for that number of shares of Parent Stock (a "Parent Option") obtained by multiplying the number of shares of Company Common Stock equal to underlying each such Company Option by the Exchange Ratio. If the foregoing calculation results in a Parent Option being exercisable for a fraction of a share of Parent Stock, then the number of shares of Parent Common Stock that the holder of subject to such Company Stock Option would have been entitled to receive pursuant option shall be rounded down to the Merger had such holder exercised such option or warrant in full immediately prior nearest whole number of shares. The exercise price of each Parent Option shall be equal to the Effective Time at a price per share equal to (x) the aggregate exercise price for of the Shares otherwise purchasable pursuant to Company Option from which such Company Stock Parent Option was converted divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, howeverrounded to the nearest whole cent. Except as otherwise set forth in this Section 1.4, that in the case of any option to which Section 421 of the Code applies by reason of its qualification term and vesting schedule, status as an "incentive stock option" under Section 422 of the Code Code, if applicable, and all other terms and conditions of Company Options will, to the extent permitted by law and otherwise reasonably practicable, be unchanged. An optionholder's continuous employment with the Company shall be credited as employment with Parent for purposes of vesting of the Parent Options. Other than Company Options which shall become vested and exercisable pursuant to acceleration provisions not entered into in contemplation of the Merger, no Company Options shall become vested or exercisable solely as a result of the Merger. The Company will take, or cause to be taken, all actions which are necessary, proper or advisable under the Stock Plans to make effective the transactions contemplated by this Section 1.4. Item 1.4(a) of the Company Disclosure Letter ("incentive stock options" or "ISOs" as hereinafter defined) sets forth the option pricename of each holder of Company Options, the exercise price of such holder's Company Options, and the number of shares purchasable of Company Common Stock underlying such holder's Company Options which are (i) currently vested, (ii) will vest upon the Closing, and (iii) will be unvested immediately following the Closing, and for the Company Options described in clause (iii), the remaining vesting periods and percentages for such options. The assumption by Parent of the Company Options and their conversion into Parent Options by virtue of the Merger is an obligation of Parent pursuant to such option the Merger and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Codetransactions contemplated by this Agreement.

Stock Options. (a) At Parent and the Effective Time, each outstanding option or warrant Company shall take such commercially reasonable actions as are necessary to purchase Shares provide that (a "Company Stock Option" or collectively "Company Stock Options"i) issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of at the Effective Time into options or warrants, each outstanding Company Stock Option (as applicable, defined in Section 3.2(a)) shall be adjusted in accordance with the terms thereof and this Agreement to be exercisable to purchase shares of Parent Common Stock as provided below and (ii) except as otherwise provided for in accordance with this Agreement or in option grants to non-employee directors of the terms Company, or as agreed to in writing by Parent, the vesting of this Section 1.11. All plans or agreements described above pursuant to which exercisability of any Company Stock Option has been issued shall not be accelerated due to the Merger or may this Agreement. Following the Effective Time, each Company Stock Option shall continue to have, and shall be issued subject to, the same terms and conditions (including vesting and transfer restrictions) set forth in the Company Option Plans (as defined in Section 3.2(a)) or any other than outstanding warrants are referred agreement pursuant to collectively as which such Company Stock Option was subject immediately prior to the "Company Plans." Each Effective Time, except that (i) each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a exercisable for that number of shares of Parent Common Stock equal to the product of (x) the aggregate number of shares of Parent the Company Common Stock that for which such Company Stock Option was exercisable and (y) the holder Exchange Ratio, rounded down to the nearest whole share, if necessary, (ii) the per share exercise price of such Company Stock Option would have been entitled to receive pursuant to shall be the Merger had such holder exercised such option or warrant in full exercise price immediately prior to the Effective Time at a price per share equal divided by the Exchange Ratio (rounded up to the nearest whole cent) and (xiii) in the aggregate exercise price for event an optionee's (other than David Saperstein's) employment is terminated by the Shares otherwise purchasable Surviving Corporxxxxx xx xxx xx xxs affiliates without "cause" (as defined in the optionee's option agreement) within three years following the Effective Time, Parent shall cause any unvested options held by the optionee which were granted pursuant to such the Company Stock Option divided by Plans prior to the Effective Time to immediately vest. The adjustments provided herein to any options which are incentive stock options (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that as defined in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" Code) the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined effected in order to comply a manner consistent with Section 424(a) of the Code.

Stock Options. (a) At the Effective Time, each The Company shall take all actions necessary to provide that all outstanding option or warrant options to purchase Shares acquire shares of Company Common Stock (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to granted under any stock option plan, program or similar arrangement of the Company's 1988 Company or any of its Subsidiaries, each as amended (the "Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvestedPlans"), shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms become fully exercisable and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full vested immediately prior to the Effective Time whether or not otherwise exercisable and vested. The Company shall comply with the terms of the Stock Option Plans, as applicable, and, to the extent required thereunder, provide written notice to the holders of Options that such Options shall be treated as set forth herein. All Options which are outstanding immediately prior to the Effective Time shall be canceled and become null and void and the holders thereof shall be entitled to elect (1) to receive from the Company at a price per the same times and in the same manner as the Company Stockholders pursuant to this Article III, for each Option to acquire one share of Company Common Stock, (A) an amount in cash equal to (x) the aggregate exercise price for cash payable to the Shares otherwise purchasable holder of one share of Company Common Stock pursuant to such Company Stock Option divided by Section 3.2 assuming all Options had been exercised prior to the Effective Time minus (y) the product exercise price per share of such Option (ithe "Exercise Difference"), plus (B) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, certificates representing that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option price, the number of shares purchasable of Buyer Class A Common Stock which the holder of one share of Company Common Stock would have the right to receive pursuant to such option Sections 3.1 and 3.2 as adjusted as set forth in Section 3.3 hereof assuming all Options had been exercised prior to the Effective Time, plus (C) Warrants in an amount issued to the holder of one share of Company Common Stock pursuant to Section 3.5, plus (D) the right to receive the Contingent Additional Consideration that may be payable to the holder of one share of Company Common Stock pursuant to Section 3.4, or (2) if the Exercise Difference is negative, as a condition for receiving the Buyer Class A Common Stock, the Warrants and the terms and conditions of exercise of right to receive the Contingent Additional Consideration under clause (1) above, to pay such option difference in cash to the Company on or before the Closing Date. All applicable withholding taxes attributable to the payments made hereunder or to distributions contemplated hereby shall be determined in order deducted from the amounts payable under clause (A) above or by payment of cash by the Option holder if amounts payable under clause (A) are insufficient. (b) The Stock Option Plans shall terminate immediately prior to comply with the Effective Time. Section 424(a) of the Code3.8.

Stock Options. All options which may be exercised for issuance of Company Common Stock (aeach, a “Stock Option” and collectively the “Stock Options”) are described in the Company Disclosure Schedule and are issued and outstanding pursuant to the Company’s 2002 Incentive Stock Option Plan, the Company Bank’s 2000 Incentive Stock Option Plan, the Company’s 2002 Stock Option Plan for Non-Employee Directors, the Company Bank’s 1998 Stock Option Plan for Non-Employee Directors or the Company Bank’s 1996 Stock Option Plan (collectively, the “Company Stock Option Plans”) and the agreements pursuant to which such Stock Options were granted (each, an “Option Grant Agreement”). True and complete copies of the Company’s Stock Option Plans and all Option Grant Agreements relating to outstanding Stock Options have been delivered to Parent. Pursuant to the terms of the Company Stock Option Plans and the consents described in this Section 1.6, the Company shall take the following actions: (x) at least ten business days prior to the anticipated Election Deadline, the Company shall give all holders of Stock Options the choice of either (A) exercising their Stock Options (whether or not then vested) prior to the Election Deadline or (B) having their unexercised Stock Options cancelled immediately prior to the Effective Time in return for the payment set forth below (the “Cancellation Choice”, it being understood that any such holder who fails to specify any such choice prior to the Election Deadline shall be deemed to have elected the Cancellation Choice) and (y) the Company shall give each person exercising Stock Options prior to the Election Deadline a Form of Election in a manner consistent with Section 1.5(i). Between the date hereof and the Closing, the Company and the Company Bank shall take all other actions necessary to effect the provisions of this Section 1.6. Concurrent with the execution of this Agreement, the Company has delivered to Parent a consent form in which each holder of Stock Options granted under the Company’s 2002 Stock Option Plan for Non-Employee Directors or the Company Bank’s 2000 Stock Option Plan for Non-Employee Directors has consented to the steps contemplated by this Section 1.6 with respect to such holder’s Stock Options. At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive which is outstanding and Nonqualified Stock Option Plan, or other agreement or arrangementunexercised immediately prior thereto, whether or not then vested or unvestedexercisable, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option canceled and all rights thereunder shall be deemed to constitute an option to acquireextinguished. As consideration for such cancellation, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full shall make payment immediately prior to the Effective Time at a price per share equal to each holder of an outstanding Stock Option of an amount, if any, determined by multiplying (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to number of shares of Company Common Stock underlying such Company Stock Option divided by (y) an amount equal to the product excess (if any) of (i) the number of Shares otherwise purchasable pursuant to such Company Stock OptionPer Share Cash Consideration, multiplied by over (ii) the Exchange Ratio; exercise price per share of such Stock Option, provided, however, that no such payment shall be made to a holder unless and until such holder has executed and delivered to the Company an instrument in such form prescribed by Parent and reasonably satisfactory to the case Company accepting such payment in full settlement of any option his or her rights relative to which Section 421 of such Stock Options. Prior to the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) the option priceEffective Time, the number of shares purchasable pursuant Company shall take or cause to such option and be taken all actions required under the terms and conditions of exercise of such option shall be determined in order Company Stock Option Plans to comply with Section 424(a) of provide for the Codeforegoing.

Stock Options. (a) At As soon as practicable following the date of this Agreement, but in any event not less than fifteen trading days prior to the Closing, the Board of Directors of the Company (or, if appropriate, any committee administering the Company's 1989 Non-Qualified Stock Option Plan (the "NQSO Plan") or 1996 Incentive Stock Option Plan (the "ISO Plan," and together with the NQSO Plan, the "Company Option Plans") shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options (as defined in Section 3.03) issued pursuant to the Company Option Plans and related agreements, to provide that at the Effective Time, each Company Option outstanding (whether or not vested and exercisable) immediately prior to the Effective Time shall at the Effective Time cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option or warrant to purchase Shares (a "Company Stock Continuing Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of acquire Parent Common Stock in accordance with an amount and at an exercise price determined as provided in the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, immediately following sentence (and on substantially the same terms and conditions as were applicable under such Company Stock OptionOption Plan and the agreements evidencing grants thereunder), subject to Section 1.02(b). At the Effective Time, if the holder of a Company Option which is then outstanding and unexercised has not timely elected (with respect to Company Options granted under the NQSO Plan) or has not timely requested (with respect to Company Options granted under the ISO Plan; or if so requested, if such request has been denied by the Company) to receive cash for such Company Option as described in subsection (b) of this Section 1.02, then such Company Option shall, in accordance with the provisions of the NQSO Plan or the ISO Plan, whichever is applicable, become a Continuing Option to acquire (x) the number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant shares of Company Common Stock subject to such Company Stock Option, Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; providedMerger Consideration (a partial share shall be rounded down to the next lower whole share), however, that with (y) an exercise price equal to the quotient of (i) the original exercise price per share (the "Original Exercise Price") of Company Common Stock subject to such Company Option in effect immediately prior to the Effective Time divided by (ii) the Merger Consideration and rounding the exercise price thus determined to the nearest whole cent (a half cent shall be rounded to the next higher whole cent). In the case of any option Company Options intended to which Section 421 of the Code applies by reason of its qualification under be incentive stock options (as defined in Section 422 of the Code ("incentive stock options" or "ISOs" ) Code), the option exercise price, the number of shares purchasable pursuant of Parent Common Stock subject to such option Continuing Option and the terms and conditions of or exercise of such option Continuing Option shall be determined in order to comply with the requirements of Section 424(a) of the Code.

Stock Options. (a) At After the Effective Time, each ------------- outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Concentric Common Stock in accordance with the terms of this Section 1.11. All granted under any Concentric stock option or compensation plans or agreements described above pursuant arrangements (a "CONCENTRIC STOCK OPTION"), whether or not exercisable or vested, shall be adjusted as necessary to which any Company provide that, at the Effective Time, each Concentric Stock Option has been issued or may be issued other than outstanding warrants are referred immediately prior to collectively as the "Company Plans." Each Company Stock Option Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Concentric Stock OptionOption (including terms regarding vesting), a the same number of shares of Parent Newco Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Concentric Stock Option would have been entitled to receive pursuant to the Merger Mergers had such holder exercised such option or warrant Concentric Stock Option in full immediately prior to the Effective Time Time, at a price per share of Newco Common Stock equal to (xA) the aggregate exercise price for the Shares shares of Concentric Common Stock otherwise purchasable pursuant to such Company Concentric Stock Option divided by (yB) the product of (i) the aggregate number of Shares otherwise shares of Newco Common Stock deemed purchasable pursuant to such Company Concentric Stock OptionOption (each, multiplied by (iias so adjusted, an "ADJUSTED OPTION") rounded up to the Exchange Rationearest cent; providedprovided that any fractional share of Newco Common Stock resulting from an aggregation of all the shares of a holder subject to Concentric Stock Option shall be rounded down to the nearest whole share, howeverand provided further that, that in the case of for any option Concentric Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code ("incentive stock options" or "ISOs" ) Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) 424 of the Code.

Stock Options. (a) At the Effective Time, each outstanding option or warrant to purchase Shares shares of Common Stock (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to any of the Company's 1988 Company Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, or other agreement or arrangementPlans, whether vested or unvested, shall be converted as of the Effective Time into options or warrants, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11assumed by Sysco. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a (i) the same number of whole shares of Parent Sysco Common Stock equal to the number of shares of Parent Common Stock that as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant in full immediately prior to the Effective Time Time, (ii) at a price per share (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the Shares shares of Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (iB) the number of Shares otherwise whole shares of Sysco Common Stock deemed purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs" ) ), the option price, the number of shares purchasable pursuant to such option Company Stock Option and the terms and conditions of exercise of such option Company Stock Option shall be determined in order to comply with Section 424(a) of the Code. As used herein, the term, "Company Stock Plan," shall mean and refer to (as the context requires) any of the Company's: (i) 1983 Stock Option Plan, (ii) 1993 Stock Option Plan and (iii) 1996 Long Term Incentive Plan, and the term "Company Stock Plans," shall mean and refer to all of such Plans collectively. Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Sysco after the Effective Time.