Common use of Stock Options Clause in Contracts

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of Immediately prior to the Effective Time, each outstanding compensatory and unexercised option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A CAC Common Stock (each, a “Clearwire CAC Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that) will, at the Effective Time, each Clearwire cease to represent an option to purchase CAC Common Stock Option outstanding immediately before the Effective Time and will be converted automatically into an option to acquirepurchase a number of shares of CEC Common Stock (each, on the same terms and conditions as were applicable under that Clearwire a “Converted Stock Option, ”) equal to the same number of whole shares of Class A Common Stock product (rounded down to the nearest whole share) as of (i) the holder number of the Clearwire shares of CAC Common Stock subject to such CAC Stock Option would have been entitled to receive under and (ii) the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective TimeExchange Ratio, at a an exercise price per share (rounded up to the nearest whole cent) equal to: to (ix) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire such CAC Stock Option divided by by (iiy) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Exchange Ratio, and each unvested CAC Stock Option as adjusted, rounded up granted pursuant to the nearest whole cent; provided, howeverCaesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the above described conversion process fails optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments the CAC Board shall adopt appropriate resolutions and take all other actions necessary to the terms of the Clearwire cause each CAC Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Actconverted, such steps to be taken assumed and amended, as applicable, in accordance with the Interpretive Letter dated January 12foregoing. Following the Effective Time, 1999except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, issued each Converted Stock Option will continue to be governed by the SEC relating same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to Rule 16b-3the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. (a) The terms Prior to the Effective Time, Delta Woodside shall provide holders of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Delta Woodside Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”)Options, whether or not then exercisable or vested, shall be adjusted as necessary the opportunity to amend the terms of their respective Delta Woodside Stock Options to provide thatthat (i) all unexercisable portions of such Delta Woodside Stock Options shall become immediately exercisable in full on a date that is not later than five (5) business days prior to the Record Date and (ii) if the holder elects not to exercise all or part of the holder's Delta Woodside Stock Options prior to the Record Date, at the Effective Time, each Clearwire such unexercised Delta Woodside Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, Options shall remain exercisable for the same number of whole shares of Class A Common Stock Delta Woodside Shares at the same exercise price after the Distribution as before the Distribution (rounded down to and for no other securities), notwithstanding the nearest whole share) as the holder occurrence of the Clearwire Distribution. Delta Woodside shall amend the Delta Woodside Stock Option would have been entitled Plan to receive under accomplish the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share provisions of this paragraph (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, howevera), if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codeit deems such amendment advisable. (b) Before Prior to the Effective Time, Clearwire will make any amendments to Delta Woodside shall amend the terms of the Clearwire Delta Woodside Stock Option Plans and the Clearwire Plan to provide that, so long as a Duck Head employee who holds Delta Woodside Stock Options that are necessaryremains an employee of Duck Head or any of its subsidiaries, those Delta Woodside Stock Options will remain outstanding until the end of their stated term (with the termination of such employment with Duck Head or any of its subsidiaries to be treated in the same manner as a termination of employment with Delta Woodside or any of its subsidiaries would have been) and so long as a Delta Apparel employee who holds Delta Woodside Stock Options remains an employee of Delta Apparel or any of its subsidiaries, those Delta Woodside Stock Options will take remain outstanding until the end of their stated term (with the termination of such employment with Delta Apparel or any other actions that are necessary, of its subsidiaries to give effect to be treated in the adjustments contemplated by this Section 2.7same manner as a termination of employment with Delta Woodside or any of its subsidiaries would have been). (c) NewCo will take whatever actions necessary for or otherwise material Notwithstanding anything to the assumption contrary herein, if it is determined that compliance with paragraph (a) or (b) of Clearwire Stock Options under this Section 2.78.1 may cause any individual subject to Section 16 of the Exchange Act to become subject to the profit recovery provisions thereof, the parties hereto will cooperate, including by providing alternate arrangements, so as to achieve the reservation, issuance and listing intent of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file foregoing together with the SEC a registration statement on an appropriate form, minimizing or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Optionsnot giving such profit recovery. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each Each Autoliv Option that is outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) immediately prior to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before shall be converted as of the Effective Time will be converted into an option Adjusted Autoliv Option and a Veoneer Option, and each such Adjusted Autoliv Option and Veoneer Option shall be subject to acquire, on the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable under that Clearwire Stock Optionto such Autoliv Option immediately prior to the Effective Time, except as otherwise provided herein; (i) the same number of whole shares Autoliv Shares subject to such Adjusted Autoliv Options shall be equal to the product of Class A Common Stock fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio, rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by; (ii) the aggregate number of Veoneer Shares subject to such Veoneer Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio, rounded down to the nearest whole shares share; (iii) the per share exercise price of Class A Common Stock deemed purchasable under such Adjusted Autoliv Options shall be equal to the Clearwire Stock quotient of (1) the per share exercise price of the corresponding Autoliv Option as adjustedimmediately prior to the Effective Time divided by (2) the Autoliv Conversion Ratio, rounded up to the nearest whole full cent; providedand (iv) the per share exercise price of such Veoneer Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective Time divided by (2) the Veoneer Conversion Ratio, howeverrounded up to the nearest full cent. Notwithstanding anything to the contrary in this Section 4.02(a), if the above described conversion process fails exercise price, the number of Autoliv Shares and Veoneer Shares subject to satisfy each Adjusted Autoliv Option and Veoneer Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A and Section 424 of the Code, the conversions shall be effected so as to comply with Section 409A of the Codeapplicable. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each Each Rayonier Option that is outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) immediately prior to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before regardless of by whom held, shall be converted as of the Effective Time will into both a Post-Separation Rayonier Option and a SpinCo Option and shall, except as otherwise provided in this Section 4.02, be converted into an option subject to acquire, on the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable under to such Rayonier Option immediately prior to the Effective Time (except as otherwise provided herein, including in Sections 4.02(d) and (e)); provided, however, that Clearwire Stock from and after the Effective Time: (i) the number of Rayonier Shares subject to such Post-Separation Rayonier Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) as the holder number of Rayonier Shares subject to the Clearwire Stock corresponding Rayonier Option would have been entitled immediately prior to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share Time by (rounded up to the nearest whole cent) equal to: (iB) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided byRayonier Value Factor; (ii) the aggregate number of SpinCo Shares subject to such SpinCo Option, rounded down to the nearest whole shares share, shall be equal to the product obtained by multiplying (A) the number of Class A Common Stock deemed purchasable under Rayonier Shares subject to the Clearwire Stock corresponding Rayonier Option as adjustedimmediately prior to the Effective Time by (B) the SpinCo Value Factor; (iii) the per share exercise price of such Post-Separation Rayonier Option, rounded up to the nearest whole hundredth of a cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the corresponding Rayonier Option immediately prior to the Effective Time by (B) the Rayonier Ratio; providedand (iv) the per share exercise price of such SpinCo Option, howeverrounded up to the nearest hundredth of a cent, if shall be equal to the above described conversion process fails quotient obtained by dividing (A) the per share exercise price of the corresponding Rayonier Option immediately prior to satisfy the Effective Time by (B) the SpinCo Ratio. Notwithstanding anything to the contrary in this Section 4.02(b), the exercise price, the number of Rayonier Shares and SpinCo Shares subject to each Post-Separation Rayonier Option and SpinCo Option, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory Each option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A JSB Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, issued by JSB and outstanding at the Effective Time, each Clearwire Time (a "JSB Option") pursuant to the JSB 1990 Incentive Stock Option outstanding immediately before Plan, the Effective Time will JSB 1990 Stock Option Plan for Outside Directors and the JSB 1996 Stock Option Plan (collectively, the "JSB Option Plans") shall be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole purchase shares of Class A NFB Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal tofollows: (i) the aggregate exercise price for the number of shares of Clearwire Class A NFB Common Stock otherwise purchasable under issuable upon the Clearwire exercise of the converted JSB Option after the Effective Time shall be equal to the product of the Exchange Ratio multiplied by the number of shares of JSB Common Stock issuable upon exercise of the JSB Option divided byimmediately prior to the Effective Time, such product to be rounded to the nearest whole share of NFB Common Stock; and (ii) the aggregate number exercise price per share of whole shares each converted JSB Option shall be equal to the quotient of Class A Common Stock deemed purchasable under the Clearwire Stock exercise price of such JSB Option as adjustedat the Effective Time divided by the Exchange Ratio, such quotient to be rounded up to the nearest whole cent; provided, however, if that, in the above described conversion process fails case of any JSB Option that is intended to satisfy the requirements of qualify as an incentive stock option under Section 409A 422 of the Code, the conversions number of shares of NFB Common Stock issuable upon exercise of and the exercise price per share for such converted JSB Option determined in the manner provided above shall be effected so further adjusted in such manner as NFB may determine to comply with be necessary to conform to the requirements of Section 409A 424(b) of the Code. Options to purchase shares of NFB Common Stock that arise from the operation of this Section 1.4 shall be referred to as the "Converted Options." All Converted Options shall be exercisable for the same period and otherwise have the same terms and conditions applicable to the JSB Options that they replace; provided, however, that such exercise period, terms and conditions shall be further modified if and to the extent necessary to enable the Merger to qualify for pooling-of-interests accounting treatment. Prior to the Effective Time, NFB shall take, or cause to be taken, all necessary action to effect the intent of the provisions set forth in this Section 1.4. (b) Before Prior to the Effective Timedate of the JSB stockholders meeting contemplated by Section 4.8, Clearwire will make any amendments JSB shall take, or cause to be taken, appropriate action under the terms of any stock option plan, agreement or arrangement under which JSB Options have been granted to provide for the Clearwire Stock Option Plans conversion of JSB Options outstanding at the Effective Time into Converted Options and the Clearwire Stock Options that are necessary, and will take to effect any other actions that are necessary, to give effect to the adjustments modifications contemplated by this Section 2.71.4(a). (c) NewCo will Concurrently with the reservation of shares of NFB Common Stock to provide for the payment of the Merger Consideration, NFB shall take whatever actions all corporate action necessary to reserve for or otherwise material future issuance a sufficient additional number of shares of NFB Common Stock to provide for the satisfaction of its obligations with respect to the assumption of Clearwire Stock Options under this Section 2.7Converted Options. On or before the Effective Time, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and NFB shall file with the SEC a registration statement on an Form S-8 (or any successor or other appropriate form, ) and make any state filings or a post-effective amendment to a registration statement previously filed under the Securities Act, obtain state exemptions with respect to the shares of Class A NFB Common Stock subject to Clearwire Stock issuable upon exercise of the Converted Options. (d) Clearwire and NewCo . Within 15 days after the Effective Time, NFB shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under executed and delivered to each holder of a Converted Option an agreement, certificate or other instrument, in such form and of such substance as NFB may reasonably determine, evidencing such holder's rights with respect to the Exchange ActConverted Options. JSB shall use its best efforts to obtain from each person holding JSB Options, within 30 days after the date of this Agreement, a waiver of such steps person's limited stock appreciation rights for purposes of the Merger, in the form mutually agreed to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3parties.

Stock Options. (a) The terms Subsequent to the effectiveness of the Form 10, but prior to the consummation of the Distribution, and subject to the consummation of the Distribution, each option to purchase ALTISOURCE Common Stock (“ALTISOURCE Stock Options”) granted and outstanding compensatory 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 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, FAS123R and Section 409A of the Internal Revenue Code: (i) an option under any agreement, plan or arrangement to acquire a number of Clearwire shares of Residential Class B Common Stock equal to the product of (x) the number of shares of ALTISOURCE Common Stock subject to the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Clearwire Residential Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock OptionOptions”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into with an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by to be determined in a manner consistent with this Section 3.04 and (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A adjustment of the Codeexercise price of such holder’s ALTISOURCE Stock Option, to be determined in a manner consistent with this Section 3.04 (the “Adjusted ALTISOURCE Stock Options”) (the Residential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the conversions shall be effected so as to comply with Section 409A of the Code“Post-Distribution Stock Options”). (b) Before the Effective Time, Clearwire will make any amendments to the terms The option exercise price of the Clearwire Residential Stock Option Plans Options and the Clearwire Adjusted ALTISOURCE Stock Options that are necessaryshall be set in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D), to maintain the intrinsic value of the ALTISOURCE Stock Options as of the Distribution Date, and will take any other actions that are necessary, to give effect maintain the ratio of exercise price to fair market value of the adjustments contemplated by this Section 2.7ALTISOURCE Stock Options and the Post-Distribution Stock Options. (c) NewCo will take whatever actions necessary for or otherwise material Each of ALTISOURCE and Residential intends that, subsequent to the assumption of Clearwire Stock Options under this Section 2.7Distribution, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate formResidential shall establish, or a postshall cause to be established, one or more equity incentive or similar plans that will allow or provide for the issuance of restricted stock, new options (or other equity-effective amendment based awards) to a registration statement previously filed under the Securities Actacquire Residential Class B Common Stock, with respect to the shares of Class A Common Stock or other equity awards on such terms, and subject to Clearwire Stock Optionssuch conditions (including, without limitation, as to eligibility, vesting and performance criteria), as Residential may decide in its sole discretion. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms At and as of the Effective Time of the Merger, GBB shall assume each and every outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Coast Stock (a “Clearwire "Coast Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at ") and all obligations of Coast under the Effective Time, each Clearwire Coast Stock Option outstanding immediately before the Effective Time will Plan. Each and every Coast Stock Option so assumed by GBB under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were applicable under set forth in the Coast Stock Option Plan and in the other documents governing such Coast Stock Option immediately prior to the Effective Time of the Merger, except that: (i) such Coast Stock Option shall be exercisable for that Clearwire Stock Option, the same number of whole shares of Class A Common GBB Stock equal to the product of (A) the number of shares of Coast Stock that were purchasable under such Coast Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole sharenumber of shares of GBB Stock; and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common GBB Stock otherwise purchasable under the Clearwire issuable upon exercise of such Coast Stock Option divided by shall be equal to the quotient determined by dividing (iiA) the aggregate number exercise price per share of whole shares of Class A Common Coast Stock deemed purchasable under the Clearwire at which such Coast Stock Option as adjusted, rounded up was exercisable immediately prior to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A Effective Time of the Code, Merger by (B) the conversions shall be effected so Conversion Ratio. As soon as to comply with Section 409A reasonably practicable after the Effective Time of the CodeMerger, GBB shall issue to each holder of an outstanding Coast Stock Option a document evidencing the assumption of such Coast Stock Option by GBB pursuant to this Section 7.9. (b) Before the Effective Time, Clearwire will make any amendments GBB shall use its commercially reasonable efforts to comply with the terms of the Clearwire Coast Stock Option Plans and insure, to the Clearwire extent required by, and subject to the provisions of, such Plans, that Coast Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualify as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) NewCo will take whatever actions necessary for At or otherwise material prior to the assumption Effective Time of Clearwire the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options under assumed by it in accordance with this Section 2.77.9. At the Effective Time of the Merger, including the reservationor as soon as practicable thereafter, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and GBB shall, if necessary, file with the SEC a registration statement on an Form S-8 (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, ) with respect to the shares of Class A Common GBB Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken increased in accordance with this Agreement) subject to such options and shall use all reasonable efforts to maintain the Interpretive Letter dated January 12, 1999, issued by effectiveness of such registration statement (and maintain the SEC relating to Rule 16b-3current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Stock Options. (a) The terms Employee shall receive a grant of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase 120,000 stock options for shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, common voting stock in CCE Spinco. Such grant shall be adjusted as necessary to provide thatcontingent on the closing of the spin-off of the Company from its current parent, Clear Channel Communications, Inc. and issued at the Effective Timetime of the spin-off of the Company. The option price shall be the fair market value on the grant date, each Clearwire Stock Option outstanding immediately before which shall be on the Effective Time 3rd day following the closing of the anticipated spin-off of the Company from its current parent, Clear Channel Communications, Inc. Any further stock option grants for shares of voting common stock will be converted into an option granted based upon the performance of the Employee, which will be assessed in the sole discretion of the Compensation Committee of the Board. Options shall be issued in a manner consistent with the current vesting schedule for Clear Channel Communications, Inc. or as subsequently amended by the Board of CCE Spinco; however, subsequent amendments to acquirethe vesting schedule shall be no less favorable to Employee unless he agrees to such amendment. Of the options that are granted, ISOs shall be granted to the extent allowed by law; otherwise, non-qualified options shall be granted. If the Compensation Committee determines that Employee's performance merits issuance of options, then such options shall be issued as stated on the same attached Exhibit A for calendar year 2005. For future years, any grant of options shall be determined in the discretion of the Compensation Committee; however, for 2006 and 2007, the Company shall not set incentive performance criteria that are more stringent or less favorable to Employee than the requirements stated in Exhibit A. All option grants shall be made under the terms and conditions as were set forth in the applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled Plan under which they are issued. The Company reserves the right to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make modify any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, future Company stock option plan with respect to the shares change of Class A Common Stock control or any other provision of said plan. The Company's obligations under this Section are conditioned upon and subject to Clearwire Stock Optionsthe Company's decision, in its sole discretion, to alter, suspend or discontinue its stock option grant program, but if the Company does so, it shall replace the program with an alternative form or method of compensation which would yield equal compensation to Employee for the same level of performance. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) You will be granted a stock option to purchase 858,273 shares Company's common stock which represents, taking into account all existing stock options held by you, 5% of the Company's outstanding equity on a fully-diluted basis as of the date of grant. The stock option shall vest as follows: (1) 551,042 shares will vest in forty-eight (48) consecutive monthly installments, with retroactive vesting credit to March 15, 2020 and (2) 307,231 shares will commence vesting if, and only if, the outstanding Preferred Stock Purchase Warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement dated as of June 2, 2020 are exercised for at least 50% of the aggregate shares underlying such Warrants (determined on a cumulative basis based on all exercises), and in that event such shares will vest in forty-eight (48) consecutive monthly installments, with retroactive vesting credit to the vesting commencement date in item (1). The exercise price will be the fair market value of a share of Common Stock on the date of grant and all terms of each outstanding compensatory the option under any agreementgrant shall be subject to the Equity Incentive Plan. For purposes of this Agreement, plan or arrangement "fully-diluted equity" means the total number of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A outstanding Company Common Stock (a “Clearwire and Company Preferred Stock, with the Preferred Stock Option”)calculated on an as-converted to Common Stock basis, whether or not exercisable or vested, shall be adjusted as necessary to provide that, at including for this purpose the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same maximum number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive issuable under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share Equity Incentive Plan (rounded up to the nearest whole centinclusive of granted options and unallocated shares reserved for issuance thereunder) equal to: (i) the aggregate and shares issuable upon exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codeoutstanding stock purchase warrants. (b) Before The stock option will accelerate in full upon a Change of Control. Except as provided herein, the Effective Time, Clearwire stock option will make any amendments be subject to the terms of the Clearwire Stock Option Plans Equity Incentive Plan and a stock option agreement to be executed by you as a condition to the Clearwire Stock Options grant. The stock option agreement will provide that, except in the case of accelerated vesting, as described herein, vesting is conditioned upon your continued employment with the Company at each applicable vesting date. You may also be eligible to be considered for additional stock option grants, at the Board's discretion. It is agreed that are necessarySection 5(f)(ii) of the Equity Incentive Plan (concerning the treatment of your option shares in the event of a termination for Cause) shall not apply to your vested option shares, whether exercised or not, and will take any other actions that are necessarysuch shares shall not terminate, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for be forfeited or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock be subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued repurchase by the SEC relating Company for their exercise price pursuant to Rule 16b-3such Section 5(f)(ii), and those vested option shares shall instead be treated as provided in Section 5(f)(i).

Stock Options. (a) The terms of At the Company Merger Effective Date, each outstanding compensatory option under any agreement, plan or arrangement of Clearwire granted by SWB (the “Clearwire Stock Option Plans”a "SWB Option") to purchase shares of Clearwire Class A SWB Common Stock (a “Clearwire Stock Option”)which is outstanding and unexercised immediately prior thereto shall, whether or not exercisable or vestedexcept as otherwise provided in this Section 2.06(c) hereof, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted automatically into an option to acquire, on purchase shares of Alliance Bancorp Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the same terms of the SWB's Stock Option Plan for Outside Directors and conditions as were applicable under that Clearwire the Incentive Stock OptionOption Plan (collectively, the same "SWB Option Plans")): (1) The number of whole shares of Class A Alliance Bancorp Common Stock (to be subject to the new option shall be equal to the product of the number of shares of SWB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional share of Alliance Bancorp Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a The exercise price per share (of Alliance Bancorp Common Stock under the new option shall be equal to the exercise price per share of SWB Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) equal to: (ishall be and is intended to be effected in a manner which is consistent with Section 424(a) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, . The duration and other terms of the conversions new option shall be effected so the same as the original option, except that all references to comply with Section 409A of the CodeSWB shall be deemed to be references to Alliance Bancorp. (b) Before the Effective Time, Clearwire will make any amendments Prior to the terms Company Merger Effective Date, Alliance Bancorp shall reserve for issuance, the number of the Clearwire shares of Alliance Bancorp Common Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, necessary to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options satisfy Alliance Bancorp's obligations under this Section 2.72.06. Within thirty days after the Company Merger Effective Date, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Alliance Bancorp shall file with the SEC Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Class A Alliance Bancorp Common Stock subject to Clearwire options to acquire Alliance Bancorp Common Stock Options. (dissued pursuant to Section 2.06(a) Clearwire hereof, and NewCo shall take all use its reasonable steps best efforts to maintain the current status of the prospectus contained therein, as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity well as comply with applicable state securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act"blue sky" laws, for so long as such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3options remain outstanding.

Stock Options. (a) The terms As of the Distribution, each outstanding compensatory nonqualified option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A TSC Common Stock held by a Transferred Employee or a director of eLoyalty (who is not also a “Clearwire director of TSC) shall be converted into a substitute option to purchase shares of eLoyalty Common Stock. The exercise price of each substitute option, and the number of shares of eLoyalty Common Stock Option”), whether or not exercisable or vestedsubject thereto, shall be adjusted as necessary equal to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before exercise price of the Effective Time will be converted into an existing TSC option to acquire, on and the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares subject thereto, adjusted to reflect the Distribution based on a comparison of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise trading price for the shares of Clearwire Class A TSC Common Stock otherwise purchasable under prior to the Clearwire Stock Option divided by Distribution (the "Combined Value") and (ii) the aggregate number trading price of whole shares of Class A eLoyalty Common Stock deemed purchasable under after the Clearwire Stock Option as adjusted, rounded up to Distribution (the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code"eLoyalty Value"). (b) Before the Effective Time, Clearwire will make any amendments to the terms As of the Clearwire Distribution, each outstanding nonqualified option to purchase shares of TSC Common Stock Option Plans that was granted on or before June 21, 1999 to a person other than a person described in Section 9.8(a) shall be converted into an adjusted option to purchase TSC Common Stock and a substitute option to purchase shares of eLoyalty Common Stock. Such options shall be converted in a manner that preserves the aggregate exercise price of each option, and allocates the exercise price between the TSC option and the Clearwire eLoyalty option based on a comparison of (i) the eLoyalty Value and (ii) the trading price of TSC Common Stock Options that are necessary, and will take any other actions that are necessary, to give effect to after the adjustments contemplated by this Section 2.7Distribution (the "TSC Value"). (c) NewCo will take whatever actions necessary for or otherwise material Each nonqualified option to the assumption of Clearwire purchase TSC Common Stock Options under this Section 2.7granted after June 21, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment 1999 to a registration statement previously filed under the Securities Act, with respect person other than a person described in Section 9.8(a) and each option to the shares of Class A purchase eLoyalty Common Stock subject (other than an option granted in substitution of an outstanding option to Clearwire purchase TSC Common Stock) shall continue solely as an option to purchase TSC Common Stock Optionsor eLoyalty Common Stock, as the case may be. Each such option to purchase TSC Common Stock shall be adjusted to reflect the Distribution, based on a comparison of (i) the Combined Value and (ii) the TSC Value. Each such option to purchase eLoyalty Common Stock shall not be adjusted. (d) Clearwire Each option to purchase TSC Common Stock that is an incentive stock option, within the meaning of Section 422 of the Code, shall be converted into an incentive stock option to purchase the stock of the corporation with which the optionee is employed immediately after the Distribution. Such options converted into substitute options to purchase eLoyalty Common Stock shall be adjusted in the manner described in Section 9.8(a) and NewCo such options converted into adjusted options to purchase TSC Common Stock shall take all reasonable steps be adjusted in the manner described in Section 9.8(c). (e) TSC and eLoyalty agree to assist each other as may be required appropriate with respect to cause the transactions contemplated by Section 2.7 and any ongoing administration of the outstanding options issued to employees of the other acquisition of NewCo equity securities Party, or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating other Party to Rule 16b-3its employees, under the TSC stock incentive plans and the eLoyalty stock incentive plans, as applicable.

Stock Options. (a) The terms At and as of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will of the Merger, each SJNB Stock Option that is outstanding and unexercised shall be assumed by GBB and converted into an option to acquire, on purchase such number of shares of GBB Stock at an exercise price determined as provided below (and otherwise having the same duration and other terms and conditions as were applicable under the SJNB Stock Option pursuant to the SJNB Stock Option Plan). Each SJNB Stock Option shall be exercisable for that Clearwire Stock Option, the same number of whole shares of Class A Common GBB Stock equal to the product of (A) the number of shares of SJNB Stock that were purchasable under such SJNB Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole sharenumber of shares of GBB Stock; and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common GBB Stock otherwise purchasable under the Clearwire issuable upon exercise of such SJNB Stock Option divided by shall be equal to the quotient determined by dividing (iiA) the aggregate number exercise price per share of whole shares of Class A Common SJNB Stock deemed purchasable under the Clearwire at which such SJNB Stock Option as adjustedwas exercisable immediately prior to the Effective Time of the Merger by (B) the Conversion Ratio, with such quotient rounded up to the nearest whole cent; provided, however, if . After the above described conversion process fails to satisfy the requirements of Section 409A Effective Time of the CodeMerger, GBB shall issue to each holder of an outstanding SJNB Stock Option a document evidencing the conversions shall be effected so as assumption of such SJNB Stock Option by GBB pursuant to comply with this Section 409A of the Code7.9. (b) Before the Effective Time, Clearwire will make any amendments to GBB shall comply with the terms of the Clearwire SJNB Stock Option Plans Plan and cause, to the extent required by, and subject to the provisions of, such Plan and the Clearwire Code, the SJNB Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualify as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time of the Merger to continue to qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) NewCo will take whatever actions necessary for At or otherwise material prior to the assumption Effective Time of Clearwire the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of SJNB Stock Options under assumed by it in accordance with this Section 2.77.9. At the Effective Time of the Merger, including the reservationor as soon as practicable thereafter, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and GBB shall, if necessary, file with the SEC a registration statement on an Form S-8 (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, ) with respect to the shares of Class A Common GBB Stock subject to Clearwire Stock Options. (d) Clearwire such options and NewCo shall take use all reasonable steps efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3options remain outstanding.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Each OS Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable that is outstanding and held by an OS Group Employee, Former OS Group Employee, OS Director, Civeo Director or vestedFormer Civeo Group Employee (an “OS Employee Option”) as of immediately prior to the Effective Time shall, shall be adjusted as necessary to provide that, at upon the Effective Time, each Clearwire be adjusted such that (i) the number of shares of OS Common Stock subject to such OS Employee Option is the Adjusted OS Share Number (following such adjustment, the OS Employee Option shall be an “Adjusted OS Option”) and (ii) the per share exercise price of such Adjusted OS Option is the OS Adjusted Exercise Price. Other than as described in the preceding sentence, following the Effective Time, the Adjusted OS Option shall remain subject to the same terms and conditions as applicable to the OS Employee Option prior to the Effective Time. (b) Each OS Option whether or not exercisable that is outstanding and held by a Civeo Group Employee (a “Civeo Employe Option”) as of immediately before prior to the Effective Time will shall, upon the Effective Time, be converted into an option to acquire, on purchase a number of shares of Civeo Common Stock granted under the Civeo New Equity Plan equal to the Civeo Share Number (a “Civeo Option”) with an exercise price per share of Civeo Common Stock equal to the Civeo Adjusted Exercise Price. Each Civeo Option described in the preceding sentence shall be subject to the same terms and conditions after the Effective Time as were the terms and conditions applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock corresponding Civeo Employee Option would have been entitled immediately prior to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share Time (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole centincluding vesting); provided, however, if that from and after the above Effective Time the vesting and exercisability of each Civeo Option shall be determined based upon continued service with the Civeo Group rather than the OS Group. (c) The adjustments described conversion process fails in this Section 4.3 with respect to satisfy the requirements of Section 409A of the Code, the conversions OS Options shall be effected so as to comply in a manner that is consistent with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities ActCode and, with respect to any OS Options “incentive stock options”, in a manner consistent with Section 424(a) of the shares of Class A Common Stock subject to Clearwire Stock OptionsCode. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreementAt the Effective Time, plan or arrangement of Clearwire all options granted by Pamrapo (the “Clearwire Stock Option PlansPamrapo Options”) to purchase shares of Clearwire Class A Pamrapo Common Stock which are outstanding and unexercised immediately prior thereto shall be converted, in their entirety, automatically into options to purchase shares of BCB Common Stock (a the “Clearwire Continuing Options”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of Pamrapo Bancorp, Inc.’s 2003 Stock OptionBased Incentive Plan (the “Pamrapo Stock Plan”), whether or not exercisable or vested, ): (1) The number of shares of BCB Common Stock to be subject to the Continuing Options shall be adjusted as necessary equal to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before product of the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Pamrapo Common Stock (subject to the Pamrapo Options and the Exchange Ratio, provided that any fractional shares of BCB Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a The exercise price per share (of BCB Common Stock under the Continuing Options shall be equal to the exercise price per share of Pamrapo Common Stock under the Pamrapo Options divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. The adjustment provided herein with respect to any options which are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) equal to: (ishall be and is intended to be effected in a manner which is consistent with Section 424(a) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, . The duration and other terms of the conversions Continuing Options shall be effected so the same as the Pamrapo Options, except that all references to comply with Section 409A of the CodePamrapo shall be deemed to be references to BCB. (b) Before At all times after the Effective Time, Clearwire will make any amendments BCB shall reserve for issuance such number of shares of BCB Common Stock as necessary so as to permit the terms exercise of Continuing Options in the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments manner contemplated by this Section 2.7Agreement and in the instruments pursuant to which such options were granted. Shares of BCB Common Stock issuable upon exercise of Continuing Options shall be covered by an effective registration statement on Form S-8, and BCB shall file a registration statement on Form S-8 covering such shares as soon as practicable after the Effective Time, but in no event later than 30 days after the Effective Time. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Continuing Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken exercised in accordance with the Interpretive Letter dated January 12terms of the Pamrapo Options in effect immediately prior to the Effective Time, 1999, issued by the SEC relating subject to Rule 16b-3applicable law and regulation.

Stock Options. (a) The terms First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of each outstanding compensatory option the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that options issued under any agreementthe First Data Corporation 1992 Long Term Incentive Plan, plan or arrangement of Clearwire the 2002 First Data Corporation Long Term Incentive Plan, the First Data Corporation 1993 Director’s Stock Option Plan, the Concord EFS, Inc. 1993 Incentive Stock Option Plan, the Concord EFS, Inc. 2002 Stock Option Plan, and the Star Systems, Inc. 2000 Equity Incentive Plan (collectively, the “Clearwire Stock Option PlansFirst Data LTIPs”) to purchase shares First Data Common Stock (“First Data Stock Options”) held at the close of Clearwire Class A business on the Distribution Date by current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees and Business Employees whose employment terminated prior to the Distribution Date (or their respective transferees) shall be replaced pursuant to the terms of the First Data LTIPs with an adjusted First Data Stock Option with an adjusted exercise price and a substitute option issued under The Western Union Company 2006 Long Term Incentive Plan or The Western Union Company 2006 Non-Employee Directors’ Equity Plan (collectively the “Western Union LTIPs”) to purchase Western Union Common Stock (a “Clearwire Western Union Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time . Such replacement will be converted into an option to acquire, on implemented in a manner such that immediately following the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: Distribution (i) the aggregate exercise price for number of shares relating to the adjusted First Data Stock Option will be equal to the number of shares of Clearwire Class A First Data Common Stock otherwise purchasable under subject to such option immediately prior to the Clearwire Stock Option divided by Distribution, (ii) the aggregate number of whole shares subject to the substitute Western Union Stock Option will be equal to the number of shares of Class A Western Union Common Stock deemed purchasable under that the Clearwire option holder would have received in the Distribution had the First Data Common Stock subject to the option represented outstanding shares of First Data Common Stock, and (iii) the per share option exercise price of the original First Data Stock Option as adjustedwill be proportionally allocated between such separate stock options based upon the relative per share trading prices of First Data Common Stock and Western Union Common Stock immediately following the Distribution, rounded up to with the nearest whole cent; provided, however, if the above described conversion process fails to intention that such adjustment and substitution satisfy the requirements of Section 409A 424 of the Code, the conversions shall be effected so Code and avoid treatment as non-qualified deferred compensation subject to comply with Section 409A of the Code. (b) Before . Each adjusted First Data Option and substituted Western Union Option adjusted from or substituted for an original First Data Option described in this Section 5.01(a), when combined, will in the Effective Timeexclusive and sole discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of such original First Data Option, Clearwire and each will make any amendments preserve the ratio from the original option of the exercise price to the terms fair market value of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect stock subject to the adjustments contemplated option. Fractional shares shall be adjusted or compensated by this Section 2.7First Data as appropriate in the sole discretion of the Compensation Committee of the First Data Board of Directors. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of At the Effective Date, each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A PRFS Common Stock (each, a “Clearwire Stock PRFS Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, ) that (i) is outstanding at the Effective TimeDate and (ii) has been granted pursuant to the PRFS Option Plans, each Clearwire shall become fully vested and exercisable and cease to represent a right to acquire shares of PRFS Common Stock Option outstanding immediately before the Effective Time will and shall be converted automatically into an option to acquire, acquire shares of CMTY Common Stock on the same terms and conditions as were applicable under that Clearwire Stock set forth below (each PRFS Option, the same number of whole as substituted, an “Adjusted PRFS Option”). (b) An Adjusted PRFS Option shall be a stock option to acquire shares of Class A CMTY Common Stock (including the associated rights to purchase securities pursuant to the Rights Agreement) with the following terms: (i) the number of shares of CMTY Common Stock, which may be acquired pursuant to the Adjusted PRFS Option, shall be equal to the product of the number of shares of PRFS Common Stock covered by the corresponding PRFS Option multiplied by the Exchange Ratio, provided that any fractional share of CMTY Common Stock resulting from the multiplication shall be rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by ; (ii) the aggregate number exercise price per share of whole shares of Class A CMTY Common Stock deemed purchasable under issuable upon exercise of the Clearwire Stock Adjusted PRFS Option as adjustedshall be equal to the exercise price of the corresponding PRFS Option immediately prior to its conversion to an Adjusted PRFS Option, divided by the Exchange Ratio, provided that the exercise price shall be rounded up down to the nearest whole cent; provided, however, if (iii) the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the duration and other terms of the Clearwire Stock Adjusted PRFS Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect shall be identical to the adjustments duration and other terms of the corresponding PRFS Option immediately prior to its conversion to an Adjusted PRFS Option, except that all references to PRFS shall be deemed to be references to CMTY and its affiliates, where the context so requires and shall remain exercisable until the stated expiration date of the corresponding PRFS Option; (iv) CMTY shall assume the PRFS Option, as contemplated by this the IRC; and (v) to the extent PRFS Options qualify as incentive stock options under IRC Section 2.7424, the Adjusted PRFS Options exchanged therefor shall also so qualify. (c) NewCo will take whatever actions necessary for or otherwise material to No later than the assumption of Clearwire Stock Options under this Section 2.7Effective Date, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and CMTY shall file with the SEC a registration statement on an Form S-8 (or any other successor or appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, ) with respect to the shares of Class A CMTY Common Stock (and the associated rights to purchase securities pursuant to the Rights Agreement) subject to Clearwire Stock the Adjusted PRFS Options, and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding. (d) Clearwire and NewCo As soon as practicable after the Effective Date, but in no event later than ten (10) Business Days after the Effective Date, CMTY shall take all reasonable steps as may deliver to the holders of Adjusted PRFS Options appropriate notices setting forth the effect of the adjustments described in Section 2.06(b), above. (e) With respect to those individuals who, subsequent to the Merger, will be required subject to cause the transactions contemplated reporting requirements under Section 16(a) of the Exchange Act, where applicable, CMTY shall administer the PRFS Option Plan in a manner consistent with the exemptions provided by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire the Target Stock Option outstanding immediately before Plan and each Target Option, whether vested or unvested, shall be assumed by Acquiror, and Target's repurchase right with respect to any unvested option shares granted under the Effective Time will Target Stock Option Plan shall be converted into assigned to Acquiror and Acquiror shall thereafter comply with the terms of the Target Stock Option Plan with respect to such assumed Target Options. On the Closing Date, Target shall deliver to Acquiror an option updated Option Schedule current as of such date. Each Target Option so assumed by Acquiror under this Agreement shall continue to acquirehave, on and be subject to, the same terms and conditions as were applicable under set forth in the Target Stock Option Plan immediately prior to the Effective Time, except that Clearwire Stock Option, the same (i) such Target Option shall be exercisable for that number of whole shares of Class A Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole sharenumber of shares of Acquiror Common Stock, (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Acquiror Common Stock otherwise purchasable under issuable upon exercise of such Target Option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Target Common Stock deemed purchasable under at which such option was exercisable immediately prior to the Clearwire Stock Effective Time by the Option as adjustedExchange Ratio, rounded up down to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements . The vesting of Section 409A any unvested Target Options will not accelerate as a result of the Code, execution of this Agreement or the conversions shall be effected so as to comply with Section 409A consummation of the Code. (b) Before transactions contemplated hereby. Within 45 business days after the Effective Time, Clearwire Acquiror will make any amendments issue to each person who, immediately prior to the terms Effective Time was a holder of a Target Option a document evidencing the foregoing assumption of such Target Option by Acquiror, and within 45 business days after an adjustment to the Option Exchange Ratio as a result of the Clearwire provisions of Annex A hereto, Acquiror will issue to each such person a revised document reflecting the adjusted Option Exchange Ratio. The "Option Exchange Ratio" shall equal the quotient obtained by dividing the Acquiror Stock Option Plans and Subject to Target Options by the Clearwire number of shares of Target Common Stock Options that are necessary, and will take any other actions that are necessary, to give effect issuable pursuant to the adjustments contemplated exercise of all Target Options. The "Acquiror Stock Subject to Target Options" shall equal the quotient obtained by this Section 2.7. dividing the Initial Target Optionholder Consideration plus the Additional Optionholder Consideration (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7as defined and calculated in Annex A), including the reservationif any, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3Closing Price for the Acquiror Common Stock.

Stock Options. (a) The terms of each outstanding compensatory You will be granted a stock option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option PlansOption”) to purchase exercisable for a number of shares of Clearwire Class A Common Stock representing 5% of the fully-diluted equity of the Company (the “5% Ownership Percentage”) as of the Commencement Date. (For purposes of this Agreement, “fully-diluted equity” means the total number of shares of outstanding Company Common Stock and Company Preferred Stock, with the Preferred Stock calculated on an as-converted to Common Stock basis, including for this purpose the maximum number of shares issuable under the Equity Incentive Plan (inclusive of granted options and unallocated shares reserved for issuance thereunder). Vesting will start on the sooner of the closing of the Financing (defined in Section 5(b)) or one year after the Commencement Date. Vesting is calculated over a “Clearwire Stock Option”)48-month schedule, whether or not exercisable or vestedstarting with the month after the Commencement Date, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time and you will be converted into an option to acquire, given retroactive vesting credit for purposes of calculating the number of vested shares on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder first vesting date. The strike price of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price stock option will be $1.50 per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codeshare. (b) Before In addition, upon the Effective Timeclosing of the Financing (defined in Section 5(b)), Clearwire you will make any amendments be granted an additional stock option (the “Financing Option”) exercisable for a number of shares sufficient so as to maintain the 5% Ownership Percentage after giving effect to the Financing. The Financing Option will vest in 48 consecutive equal monthly installments, starting one month after the closing of the Financing. The strike price of the Financing Option will be the same per-share price of the shares sold in the Financing. (c) Both stock options will accelerate in full upon a Change of Control. Except as provided herein, the stock options will be subject to the terms of the Clearwire Stock Option Plans Equity Incentive Plan and a stock option agreement to be executed by you as a condition to the Clearwire Stock Options grant. The stock option agreements will provide that, except in the case of accelerated vesting, as described herein, vesting is conditioned upon your continued employment with the Company at each applicable vesting date. You may also be eligible to be considered for additional stock option grants, at the Board’s discretion. It is agreed that are necessarySection 5(f)(ii) of the Equity Incentive Plan (concerning the treatment of your option shares in the event of a termination for Cause) shall not apply to your vested option shares, whether exercised or not, and will take any other actions that are necessarysuch shares shall not terminate, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for be forfeited or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock be subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued repurchase by the SEC relating Company for their exercise price pursuant to Rule 16b-3such Section 5(f)(ii), and those vested option shares shall instead be treated as provided in Section 5(f)(i).

Stock Options. (ai) The terms of At the Effective Date, each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Graystone Stock Option Plans”) which is outstanding and unexercised immediately prior to the Effective Date, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of Graystone Common Stock and shall be converted automatically into an option to purchase shares of Clearwire Class A Tower Common Stock (a “Clearwire Stock Option”)Stock, whether or not exercisable or vested, and Tower shall be adjusted as necessary to provide that, at the Effective Time, assume each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Graystone Stock Option, in accordance with the same terms of the applicable Graystone Stock-Based Plan or other agreement by which it is evidenced, except that from and after the Effective Date, (i) Tower and a disinterested committee of the Tower board of directors shall be substituted for Graystone and the committee of the Graystone board of directors (including, if applicable, the entire Graystone board of directors) administering such Graystone Stock Plan, (ii) each Graystone Stock Option assumed by Tower may be exercised solely for shares of Tower Common Stock, (iii) the number of whole shares of Class A Tower Common Stock (subject to such Graystone Stock Option shall be equal to the number of shares of Graystone Common Stock subject to such Graystone Stock Option immediately prior to the Effective Date multiplied by the Exchange Ratio, provided that any fractional shares of Tower Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iv) as the holder of the Clearwire per share exercise price under each such Graystone Stock Option would have been entitled to receive shall be adjusted by dividing the per share exercise price under the Merger had the holder exercised the Clearwire each such Graystone Stock Option in full immediately before by the Effective TimeExchange Ratio, at a provided that such exercise price per share (shall be rounded up to the nearest whole cent. Notwithstanding clauses (iii) equal to: and (iiv) of the aggregate exercise price preceding sentence, each Graystone Stock Option which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the IRC, and the regulations and guidance promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the IRC. Tower and Graystone agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(g), including in the case of Tower taking all corporate action necessary to reserve for the issuance a sufficient number of shares of Clearwire Class A Tower Common Stock otherwise purchasable under for delivery upon exercise of the Clearwire options to issue shares of Tower Common Stock Option divided byissued in accordance herewith. (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option As soon as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before practicable after the Effective TimeDate, Clearwire will make any amendments Tower shall use its reasonable efforts to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A Tower Common Stock subject to Clearwire Stock Optionsthe options referred to in paragraph (i) of this Section 1.02(g) and shall use its reasonable efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding in the case of a Form S-8 or, in the case of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (diii) Clearwire As soon as practicable after the Effective Date, Tower shall deliver to the holders of Graystone Stock Options at the Effective Date appropriate notices setting forth the effect of the adjustments described in Section 1.02(g) and NewCo advising of the registration of the shares of Tower Common Stock issuable upon exercise thereof after consummation of the Merger. (iv) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Tower shall take all reasonable steps as may be required to cause administer the transactions contemplated Graystone Stock-Based Plans in a manner consistent with the exemptions provided by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire KNBT Stock Option which is outstanding and unexercised immediately before prior to the Effective Time will Time, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of KNBT Common Stock and shall be converted automatically into an option to acquirepurchase shares of NPB Common Stock, on the same terms and conditions as were applicable under that Clearwire NPB shall assume each KNBT Stock Option, in accordance with the same terms of the applicable KNBT Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) NPB and the Human Resources Committee of the NPB Board shall be substituted for KNBT and the committee of the KNBT Board (including, if applicable, the entire KNBT Board) administering such KNBT Stock Option Plan, (ii) each KNBT Stock Option assumed by NPB may be exercised solely for shares of NPB Common Stock, (iii) the number of whole shares of Class A NPB Common Stock (subject to such KNBT Stock Option shall be equal to the number of shares of KNBT Common Stock subject to such KNBT Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of NPB Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, (iv) as the holder of the Clearwire per share exercise price under each such KNBT Stock Option would have been entitled to receive shall be adjusted by dividing the per share exercise price under the Merger had the holder exercised the Clearwire each such KNBT Stock Option in full immediately before by the Effective TimeExchange Ratio, at a provided that such exercise price per share (shall be rounded up to the nearest whole cent, and (v) equal to: (i) all outstanding KNBT Options shall become fully vested and exercisable at the aggregate exercise price for Effective Time notwithstanding anything to the shares of Clearwire Class A Common contrary in the applicable KNBT Stock otherwise purchasable under the Clearwire Plan or stock option or other agreement by which a KNBT Stock Option divided by is evidenced. Notwithstanding clauses (iiiii) and (iv) of the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire preceding sentence, each KNBT Stock Option which is an “incentive stock option” shall be adjusted as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section required by Sections 409A and 424 of the Code, and the conversions shall be effected regulations promulgated thereunder, so as not to comply with Section constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the Code. NPB and KNBT agree to take all necessary steps to effect the foregoing provisions of this Section 2.05 (a), including in the case of NPB taking all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of the options to issue shares of NPB Common Stock issued in accordance herewith. (b) Before As soon as practicable after the Effective TimeDate, Clearwire will make any amendments to but in no event later than ten (10) Business Days after the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessaryEffective Date, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and NPB shall file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A NPB Common Stock subject to Clearwire the options referred to in paragraph (a) of this Section 2.05 and shall use its reasonable efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding in the case of a Form S-8 or, in the case of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (c) As soon as practicable after the Effective Date, but in no event later than twenty (20) Business Days after the Effective Date, NPB shall deliver to the holders of KNBT Options at the Effective Time appropriate notices setting forth the effect of the adjustments described in Section (a) and advising of the registration of the shares of NPB Common Stock Optionsissuable upon exercise thereof after consummation of the Merger. (d) Clearwire and NewCo With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall take all reasonable steps as may be required to cause administer the transactions contemplated KNBT Stock Plans in a manner consistent with the exemptions provided by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The As soon as practicable following the date of this Agreement, the Board of Directors of Decor (or, if appropriate, any committee administering the Decor Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of each all outstanding compensatory option Decor Employee Stock Options granted under any agreement, plan or arrangement of Clearwire (the “Clearwire Decor Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether vested or not exercisable or vestedunvested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Decor Employee Stock Option outstanding immediately before prior to the Effective Time will shall be converted into adjusted and thereafter represent an option to acquire, on the same terms and conditions as were applicable under that Clearwire such Decor Employee Stock Option, including vesting as such may be accelerated at the Effective Time pursuant to the terms of such Decor Employee Stock Options in effect as of the date hereof (which include cashless exercise), the same number of whole shares of Interiors Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such Decor Employee Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire such Decor Employee Stock Option in full immediately before prior to the Effective Time, with any fractional shares of Interiors Class A Common Stock resulting from such calculation being rounded to the nearest whole share, at a price per share of Interiors Class A Common Stock equal to (rounded up to the nearest whole cent) equal to: (iA) the aggregate exercise price for the shares of Clearwire Class A Decor Common Stock otherwise purchasable under the Clearwire pursuant to such Decor Employee Stock Option divided by by (iiB) the aggregate number of whole shares of Interiors Class A Common Stock deemed purchasable under pursuant to such Decor Employee Stock Option, rounding the Clearwire Stock Option as adjusted, rounded up exercise price thus determined down to the nearest whole centcent (each, as so adjusted, an "Adjusted Option"); providedand (ii) take such other actions relating to the Decor Stock Plans as Decor and Interiors may agree are appropriate to give effect to the Merger, however, if the above described conversion process fails to satisfy the requirements of including as provided in Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code5.7. (b) Before As soon as practicable after the Effective Time, Clearwire will make any amendments Interiors shall deliver to the terms holders of Decor Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the Clearwire respective Decor Stock Option Plans and the Clearwire agreements evidencing the grants of such Decor Employee Stock Options and that are necessary, such Decor Employee Stock Options and will take any other actions that are necessary, agreements shall be assumed by Interiors and shall continue in effect on the same terms and conditions (subject to give the adjustments required by this Section 5.6 after giving effect to the adjustments contemplated by this Section 2.7Merger). (c) NewCo will take whatever actions necessary for A holder of an Adjusted Option may exercise such Adjusted Option in whole or otherwise material in part in accordance with its terms by delivering a properly executed notice of exercise to the assumption of Clearwire Stock Options under this Section 2.7Interiors, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file together with the SEC a registration statement on an appropriate formconsideration therefor and the federal withholding tax information, or a post-effective amendment to a registration statement previously filed under if any, required in accordance with the Securities Act, with respect to the shares of Class A Common related Decor Stock subject to Clearwire Stock OptionsPlan. (d) Clearwire and NewCo shall take all reasonable steps Except as may be required to cause the transactions otherwise contemplated by this Section 2.7 5.6 and except to the extent required under the respective terms of the Decor Employee Stock Options in effect as of the date hereof, all restrictions or limitations on transfer and vesting with respect to Decor Employee Stock Options awarded under the Decor Stock Plans or any other acquisition plan, program or arrangement of NewCo equity securities Decor or dispositions any of Clearwire equity securities (including derivative securities) its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in connection full force and effect with this Agreement respect to such options after giving effect to the Merger and the assumption by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3Interiors as set forth above.

Stock Options. Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (ai) The Active Employees and Former Employees of Automotive Group, (ii) employees of Packaging Corporation of America and (iii) employees of the folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the requirements of applicable law and generally accepted accounting principles, the number, exercise price and other terms of each such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options to purchase Tenneco Common Stock held by persons described in clause (ii) or (iii) above, not exercised prior to the Distribution Date shall be canceled effective as of the Distribution Date. Options held by Active Employees and Former Employees of Automotive Group (or persons who have succeeded to the rights of such persons) shall, unless exercised prior to the Distribution Date, remain outstanding compensatory option under any agreementas adjusted as provided herein after the Distribution Date, plan or arrangement subject to the requirements of Clearwire (applicable law and generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive Group employees were granted rights other than stock options in lieu of the “Clearwire Special Stock Option Plans”) to purchase shares Award of Clearwire Class A Common Stock (a “Clearwire Stock Option”)100 options per grantee, whether or not exercisable or vestedand in those jurisdictions, shall the outstanding rights will be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on comparably. The Automotive Company options and rights shall have the same terms and conditions as were applicable under prior to the Distribution Date except that Clearwire Stock Option, the same number of whole shares options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. To the extent that the exercisability of Class A options to purchase Tenneco Common Stock (rounded down currently is subject to the nearest whole share) as the holder attainment of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timeshare price hurdles, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall those hurdles will also be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, adjusted with respect to the shares of Class A both options to purchase Packaging Common Stock subject and Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect to Clearwire Stock Optionssome or all options which are not otherwise exercisable. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory Each stock option under (and any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”related rights) to purchase shares capital stock of Clearwire Class A Common Stock any of the VSP Reorganization Entities (as hereinafter defined) granted under stock option plans of the VSP Reorganization Entities outstanding prior to the consummation of the Reorganization (as hereinafter defined) (each, a “Clearwire Stock "VSP Reorganization Entity Option”), whether or not exercisable or vested, ") shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an a stock option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole purchase shares of Class A Common Stock under the Company's Stock Option Plans (rounded down the "Company Stock Option Plan") prior to the nearest whole shareClosing Date on the terms and conditions described in Schedule 2.05(b) pursuant to the Reorganization (as hereinafter defined). (b) Each stock option (and any related alternative rights) to purchase one share of Common Stock (the holder "Stock Options") granted under the Company's Stock Option Plan (including those granted to current or former employees, consultants and directors of the Clearwire Company or the VSP Reorganization Entities and including those stock options granted pursuant to Section 1.09(a) above), which Stock Option would have been entitled to receive under Options are outstanding at the Effective Time (whether or not then presently exercisable), other than those that will expire by their terms in connection with or as a result of the Merger had and those that are cancelled pursuant to Section 5.09(a) in exchange for newly issued options to purchase shares of Acquiror Common Stock pursuant to separate option exchange agreements (as defined in Section 5.09(a)) entered into between Acquiror and the holder exercised the Clearwire holders of Stock Option in full immediately before Options, will be converted at the Effective Time, Time into an option to purchase an equal number of shares of Acquiror Common Stock at a price per share (rounded up equal to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares per share of Clearwire Class A B Common Stock otherwise purchasable under the Clearwire each Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire "Option Consideration"). The Company Stock Option Plan shall terminate as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, Effective Time and thereafter the conversions only rights of participants therein shall be effected so as the right to comply with receive the consideration set forth in this Section 409A of the Code. (b) Before 1.09. Prior to the Effective Time, Clearwire will make any amendments the Company shall use its reasonable efforts to cause each holder of outstanding Stock Options to execute an Option Exchange Agreement in form and substance acceptable to Acquiror, and shall take such other action as may be necessary to carry out the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.71.09. (c" Amendment to Section 1.11(b) NewCo will take whatever actions necessary for or otherwise material of the Agreement. Section 1.11(b) of the Agreement is hereby amended and restated to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) read in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.its entirety:

Stock Options. (ai) The terms On the Effective Date, each Heritage Option and each BCB Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of each outstanding compensatory Heritage Common Stock or BCB Common Stock, as the case may be, and shall be converted automatically into an option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Holding Company Common Stock, and the Holding Company shall assume each Heritage Option and BCB Option, in accordance with the terms of the applicable Heritage Stock Option Plan or BCB Stock Option Plan, as the case may be, and the stock option agreement by which it is evidenced, except that from and after the Effective Date, (i) the Holding Company and its Board of Directors or a duly authorized committee thereof shall be substituted for Heritage, BCB or their respective Boards of Directors or duly authorized committee thereof administering such Heritage Stock Option Plan or BCB Stock Option Plan, as the case may be, (ii) each Heritage Option and BCB Option assumed by the Holding Company may be exercised solely for shares of the Holding Company Common Stock, (iii) the number of shares of Holding Company Common Stock subject to each BCB Option shall be equal to the number of shares of BCB Common Stock subject to such BCB Option immediately prior to the Effective Date multiplied by the BCB Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (a “Clearwire iv) the per share exercise price under each such BCB Option shall be adjusted by dividing the per share exercise price under each such BCB Option by the BCB Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent, (v) the number of shares of Holding Company Common Stock Option”subject to each Heritage Option shall be equal to the number of shares of Heritage Common Stock subject to such Heritage Option immediately prior to the Effective Date multiplied by the Heritage Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (vi) the per share exercise price under each such Heritage Option shall be adjusted by dividing the per share exercise price under each such Heritage Option by the Heritage Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii), whether (iv), (v) and (vi) of the preceding sentence, each BCB Option or not exercisable or vested, Heritage Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. BCB and Heritage agree to take all necessary steps to provide that, at effect the foregoing provisions of this Section 1.02(f). (ii) As soon as practicable after the Effective TimeDate, the Holding Company shall deliver to each Clearwire participant in each Heritage Stock Option outstanding immediately before Plan and each BCB Stock Option Plan an appropriate notice setting forth such participant's rights pursuant thereto and the Effective Time will be converted into an option grants subject to acquire, such Heritage Stock Option Plan or BCB Stock Option Plan shall continue in effect on the same terms and conditions as were applicable under that Clearwire Stock Optionconditions, including without limitation the same number of whole shares of Class A Common Stock (rounded down duration thereof, subject to the nearest whole shareadjustments required by Section 1.02(f)(i) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give hereof after giving effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to Consolidation. Within 30 days after the assumption of Clearwire Stock Options under this Section 2.7Effective Date, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Holding Company shall file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A Holding Company Common Stock subject to Clearwire Stock Optionssuch options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (ai) The terms On the Effective Date, each FLC Option and each Patriot Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of each outstanding compensatory FLC Common Stock or Patriot Common Stock, as the case may be, and shall be converted automatically into an option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Holding Company Common Stock, and the Holding Company shall assume each FLC Option and Patriot Option, in accordance with the terms of the applicable FLC Stock Option Plan or Patriot Stock Option Plan, as the case may be, and the stock option agreement by which it is evidenced, except that from and after the Effective Date, (i) the Holding Company and its Board of Directors or a duly authorized committee thereof shall be substituted for FLC, Patriot or their respective Boards of Directors or duly authorized committee thereof administering such FLC Stock Option Plan or Patriot Stock Option Plan, as the case may be, (ii) each FLC Option and Patriot Option assumed by the Holding Company may be exercised solely for shares of the Holding Company Common Stock, (iii) the number of shares of Holding Company Common Stock subject to each Patriot Option shall be equal to the number of shares of Patriot Common Stock subject to such Patriot Option immediately prior to the Effective Date multiplied by the Patriot Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (a “Clearwire iv) the per share exercise price under each such Patriot Option shall be adjusted by dividing the per share exercise price under each such Patriot Option by the Patriot Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent, (v) the number of shares of Holding Company Common Stock Option”subject to each FLC Option shall be equal to the number of shares of FLC Common Stock subject to such FLC Option immediately prior to the Effective Date multiplied by the Applicable FLC Common and Senior Preferred Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (vi) the per share exercise price under each such FLC Option shall be adjusted by dividing the per share exercise price under each such FLC Option by the FLC Common and Senior Preferred Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii), whether (iv), (v) and (vi) of the preceding sentence, each Patriot Option or not exercisable or vested, FLC Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. Patriot and FLC agree to take all necessary steps to provide that, at effect the foregoing provisions of this Section 1.02(f). (ii) As soon as practicable after the Effective TimeDate, the Holding Company shall deliver to each Clearwire participant in each FLC Stock Option outstanding immediately before Plan and the Effective Time will be converted into Patriot Stock Option Plan an option appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to acquire, such FLC Stock Option Plan or Patriot Stock Option Plan shall continue in effect on the same terms and conditions as were applicable under that Clearwire Stock Optionconditions, including without limitation the same number of whole shares of Class A Common Stock (rounded down duration thereof, subject to the nearest whole shareadjustments required by Section 1.02(f)(i) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give hereof after giving effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to Consolidation. Within 30 days after the assumption of Clearwire Stock Options under this Section 2.7Effective Date, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Holding Company shall file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A Holding Company Common Stock subject to Clearwire Stock Optionssuch options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms 7.9.1. At and as of the Effective Time of the Merger, GBB shall assume each and every outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common BCS Stock (a “Clearwire "BCS Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at ") and all obligations of BCS under the Effective Time, each Clearwire BCS Stock Option outstanding immediately before the Effective Time will Plans. Each and every BCS Stock Option so assumed by GBB under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were applicable under set forth in the BCS Stock Option Plans and in the other documents governing such BCS Stock Option immediately prior to the Effective Time of the Merger, except that: (i) such BCS Stock Option shall be exercisable for that Clearwire Stock Option, the same number of whole shares of Class A Common GBB Stock equal to the product of (A) the number of shares of BCS Stock that were purchasable under such BCS Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, rounded down to the nearest whole sharenumber of shares of GBB Stock; and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common GBB Stock otherwise purchasable under the Clearwire issuable upon exercise of such BCS Stock Option divided by shall be equal to the quotient determined by dividing (iiA) the aggregate number exercise price per share of whole shares of Class A Common BCS Stock deemed purchasable under the Clearwire at which such BCS Stock Option as adjusted, rounded up was exercisable immediately prior to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A Effective Time of the CodeMerger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BCS Stock Option a document evidencing the conversions assumption of such BCS Stock Option by GBB pursuant to this Section 7.9. 7.9.2. GBB shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire BCS Stock Option Plans and insure, to the Clearwire extent required by, and subject to the provisions of, such Plans, that BCS Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualify as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) NewCo will take whatever actions necessary for 7.9.3. At or otherwise material prior to the assumption Effective Time of Clearwire Stock Options under this Section 2.7the Merger, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo GBB shall take all reasonable steps as may be required corporate action necessary to cause the transactions contemplated reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken it in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3this Section 7.9.

Stock Options. (a) The As soon as practicable following the date of this Agreement, the Board of Directors of HFS (or, if appropriate, any committee administering the HFS Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of each all outstanding compensatory option HFS Employee Stock Options granted under any agreement, plan or arrangement of Clearwire (the “Clearwire HFS Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether vested or not exercisable or vestedunvested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire HFS Employee Stock Option outstanding immediately before prior to the Effective Time will shall be converted into adjusted and thereafter represent an option to acquire, on the same terms and conditions as were applicable under that Clearwire such HFS Employee Stock Option, including vesting as such may be accelerated at the Effective Time pursuant to the terms of such HFS Employee Stock Options in effect as of the date hereof (which include cashless exercise), the same number of whole shares of Class A CUC Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such HFS Employee Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire such HFS Employee Stock Option in full immediately before prior to the Effective Time, with any fractional shares of CUC Common Stock resulting from such calculation being rounded to the nearest whole share, at a price per share of CUC Common Stock equal to (rounded up to the nearest whole cent) equal to: (iA) the aggregate exercise price for the shares of Clearwire Class A HFS Common Stock otherwise purchasable under the Clearwire pursuant to such HFS Employee Stock Option divided by by (iiB) the aggregate number of whole shares of Class A CUC Common Stock deemed purchasable under pursuant to such HFS Employee Stock Option, rounding the Clearwire Stock Option as adjusted, rounded up exercise price thus determined down to the nearest whole centcent (each, as so adjusted, an "Adjusted Option"); providedand (ii) take such other actions relating to the HFS Stock Plans as HFS and CUC may agree are appropriate to give effect to the Merger, however, if the above described conversion process fails to satisfy the requirements of including as provided in Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code5.7. (b) Before As soon as practicable after the Effective Time, Clearwire will make any amendments CUC shall deliver to the terms holders of HFS Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the Clearwire respective HFS Stock Option Plans and the Clearwire agreements evidencing the grants of such HFS Employee Stock Options and that are necessary, such HFS Employee Stock Options and will take any other actions that are necessary, agreements shall be assumed by CUC and shall continue in effect on the same terms and conditions (subject to give the adjustments required by this Section 5.6 after giving effect to the adjustments contemplated by this Section 2.7Merger). (c) NewCo will take whatever actions necessary for A holder of an Adjusted Option may exercise such Adjusted Option in whole or otherwise material in part in accordance with its terms by delivering a properly executed notice of exercise to the assumption of Clearwire Stock Options under this Section 2.7CUC, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file together with the SEC a registration statement on an appropriate formconsideration therefor and the federal withholding tax information, or a post-effective amendment to a registration statement previously filed under if any, required in accordance with the Securities Act, with respect to the shares of Class A Common related HFS Stock subject to Clearwire Stock OptionsPlan. (d) Clearwire and NewCo shall take all reasonable steps Except as may be required to cause the transactions otherwise contemplated by this Section 2.7 5.6 and except to the extent required under the respective terms of the HFS Employee Stock Options in effect as of the date hereof, all restrictions or limitations on transfer and vesting with respect to HFS Employee Stock Options awarded under the HFS Stock Plans or any other acquisition plan, program or arrangement of NewCo equity securities HFS or dispositions any of Clearwire equity securities (including derivative securities) its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in connection full force and effect with this Agreement respect to such options after giving effect to the Merger and the assumption by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3CUC as set forth above.

Stock Options. (a) The terms For purposes of each outstanding compensatory option under any agreementthis Agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock "CBI Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into " means an option to acquirepurchase CBI common shares pursuant to a CBI LTIP and "Convergys Option" means an option to purchase Convergys common shares pursuant to the Convergys LTIP. At the time of the Distribution, on each holder of a CBI Option shall receive a Convergys Option to purchase a number of Convergys common shares equal to the number of CBI common shares subject to the CBI Option. Each Convergys Option shall have the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole shareincluding vesting) as the holder CBI Option with respect to which it is granted, except that termination of employment shall mean (i) in the Clearwire Stock case of a CBI employee or director, termination of employment with CBI and (ii) in the case of a Convergys employee or director, termination of employment with Convergys. Each CBI Option would have been entitled shall be amended to receive under provide that, in the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timecase of a Convergys employee or director, at a termination of employment shall mean termination of employment with Convergys. The exercise price per share of each CBI Option (rounded up to the nearest whole cent"CBI Exercise Price") equal to: shall be reduced, and the exercise price per share of the associated Convergys Option (the "Convergys Exercise Price") shall be set so that (i) the aggregate exercise price for sum of the shares of Clearwire Class A Common Stock otherwise purchasable under CBI Exercise Price (after the Clearwire Stock Option divided by reduction provided herein) and the Convergys Exercise Price is equal to the CBI Exercise Price (before the reduction provided herein) and (ii) the aggregate ratio of the CBI Exercise Price (after the reduction provided herein) to the Convergys Exercise Price is equal to the ratio of the average of the daily high and low per-share prices of CBI common shares on the New York Stock Exchange ("NYSE") during each of the five trading days starting on the ex-dividend date for the Distribution to the average of the daily high and low per-share prices of Convergys common shares on the NYSE during each of the five trading days starting on the ex-dividend date for the Distribution. Notwithstanding the foregoing, in the event that the number of whole Convergys common shares of Class A Common Stock deemed purchasable under to be distributed to each CBI shareholder at the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A time of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, Distribution with respect to each CBI common share owned by the shareholder on the record date for the Distribution is greater or less than one, the number of Convergys common shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement represented by each individual who is a director or officer of Clearwire Convergys Option and the Convergys Exercise Price shall be adjusted to be exempt under Rule 16b-3 promulgated under the Exchange Act, reflect such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3difference.

Stock Options. (a) The terms On the Effective Date, but not as part of the Arrangement, each Dolly Varden Option outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) immediately prior to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock whether vested or unvested, shall be deemed to be vested to the fullest extent, and following completion of the step set out in Section 4.1(d), but for greater certainty prior to the completion of the step set out in Section 4.1(e), shall be exchanged for a Replacement Option outstanding immediately before to purchase from Contango the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock Contango Shares (rounded down to the nearest whole sharenumber) as equal to: (A) the holder Exchange Ratio, multiplied by (B) the number of the Clearwire Stock Dolly Varden Shares subject to such Dolly Varden Option would have been entitled immediately prior to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a an exercise price per share Dolly Varden Share (rounded up to the nearest whole cent) equal to: to (iM) the aggregate U.S. Dollar Equivalent of the exercise price for per Dolly Varden Share otherwise subject to such Dolly Varden Option immediately prior to the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option Effective Time, divided by by (iiN) the aggregate Exchange Ratio. Except as set out above, all other terms and conditions of such Replacement Option, including the conditions to and manner of exercising, will be the same as the Dolly Varden Option so exchanged, and shall be governed by the terms of the Dolly Varden Option Plan, and any document evidencing a Dolly Varden Option shall thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Options will be issued and the Replacement Options shall be governed by and be subject to such certificates, other than as amended hereby. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Dolly Varden Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option would, but for this sentence, exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option for which it is exchanged, the number of whole shares Contango Shares which may be acquired on exercise of Class A Common Stock deemed purchasable under the Clearwire Stock Replacement Option as adjustedat and after the Effective Time will be automatically adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option. Additionally, rounded up to the nearest whole cent; providedextent the exchange of a Dolly Varden Option for a Replacement Option is subject to Section 409A of the Code, howeverthe exercise price, if the above described conversion process fails to satisfy number of Contango Shares which may be acquired on exercise of the Replacement Option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire outstanding option to purchase shares of OrCAD Common Stock (each a "ORCAD STOCK OPTION") under the OrCAD Stock Option outstanding immediately before the Effective Time Plans, whether or not exercisable, will be converted into an option assumed by Summit. Each OrCAD Stock Option so assumed by Summit under this Agreement will continue to acquirehave, on and be subject to, the same terms and conditions as were (including vesting conditions) set forth in the applicable under OrCAD Stock Option Plan immediately prior to the Effective Time and the Stock Option by which it is evidenced, except that Clearwire (i) each OrCAD Stock Option, the same Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Class A Summit Common Stock (equal to the product of the maximum number of shares of OrCAD Common Stock that could be issuable upon exercise of such OrCAD Stock Option if all vesting conditions are satisfied multiplied by the Exchange Ratio, rounded down to the nearest whole shareshare of Summit Common Stock and (ii) as the holder per share exercise price for the Summit Common Stock issuable upon exercise of the Clearwire such assumed OrCAD Stock Option would have been entitled will be equal to receive under the Merger had quotient determined by dividing the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a exercise price per share (of OrCAD Common Stock at which such OrCAD Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to: (i) . After the aggregate exercise price for the shares Effective Time, Summit will issue to each holder of Clearwire Class A Common Stock otherwise purchasable under the Clearwire an outstanding OrCAD Stock Option divided by (ii) a notice describing the aggregate number foregoing assumption of whole shares of Class A Common Stock deemed purchasable under the Clearwire such OrCAD Stock Option by Summit. It is intended that OrCAD Stock Options assumed by Summit shall qualify following the Effective Time as adjusted, rounded up incentive stock options as defined in Section 422 of the Code to the nearest whole cent; provided, however, if extent OrCAD Stock Options qualified as incentive stock options immediately prior to the above described conversion process fails to satisfy Effective Time and the requirements provisions of this Section 409A of the Code, the conversions 5.11 shall be effected so as to comply applied consistent with Section 409A of the Codesuch intent. (b) Before the Effective Time, Clearwire Summit will make any amendments to the terms reserve sufficient shares of the Clearwire Summit Common Stock Option Plans for issuance under Section 5.11 and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this under Section 2.71.6(c) hereof. (c) NewCo will OrCAD shall take whatever such actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is are necessary to effectuate shorten the transactions contemplated Offering Period (as such term is used in the OrCAD ESPP) then in progress by this Section 2.7. NewCo will prepare and file with setting up a new Purchase Date (as such term is used in OrCAD ESPP) to be the SEC a registration statement last trading day on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to which the shares of Class A OrCAD Common Stock subject are quoted on the Nasdaq National Market immediately prior to Clearwire the Effective Time (the "Final OrCAD Purchase Date"); provided, that, such change in the Purchase Date shall be conditioned upon the consummation of the Merger. On the Final OrCAD Purchase Date, OrCAD shall apply the funds credited as of such date under the OrCAD ESPP within each participant's payroll withholdings account to the purchase of whole shares of OrCAD Common Stock Optionsin accordance with the terms of the OrCAD ESPP. The cost to each participant in the OrCAD ESPP for a share of OrCAD Common Stock shall be the lower of 85% of the closing sale price of OrCAD Common Stock on the Nasdaq National Market on (i) the first day of the then current Offering Period or (ii) the Final OrCAD Purchase Date. (d) Clearwire and NewCo Employees of OrCAD as of the Effective Time shall take all reasonable steps as may be required permitted to cause participate in Summit's Employee Stock Purchase Plan commencing on the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire first enrollment date following the Effective Time, subject to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance compliance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3eligibility provisions of such plan.

Stock Options. (a) The terms Company hereby acknowledges that the Board of each outstanding compensatory option under any agreement, plan or arrangement Directors of Clearwire the Company has authorized the Company to negotiate and to enter into a written Consulting Agreement with Employee (the “Clearwire Stock Option Plans”"Consulting Agreement") for the period commencing on April __, 1996 and terminating on the Effective Date (the "Consulting Period"), pursuant to which Employee shall provide specified financial consulting, business development, and non-tax accounting services to the Company, and for which services the Employee shall be compensated solely with the granting of options (the "Options") to purchase an aggregate of Fifty Thousand (50,000) shares of Clearwire Class A common stock of the Company, $.01 par value (the "Common Stock"), at an exercise price equal to the fair market value of such shares on the date upon which the Consulting Agreement is entered into by the Company and Employee, with fair market value being based upon the last sales price of a share of Common Stock (a “Clearwire Stock Option”)on such date as reported by The Nasdaq National Market. By his execution of this Agreement, whether or not exercisable or vestedEmployee agrees to use his best efforts, in good faith, to negotiate and execute the Consulting Agreement. The Company does hereby acknowledge that Employee shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under cash compensation from the Merger had Company, in addition to the holder exercised Options, in connection with his provision of additional services to the Clearwire Stock Option Company during the Consulting Period, principally tax accounting and other tax related services, which are not covered by the Consulting Agreement. The Options shall be exercisable five (5) year period from the date of grant, and shall be exercisable in full immediately before the Effective Time, at a price per share (rounded up immediately. The Company does hereby agree to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up use its good faith reasonable efforts to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC Securities and Exchange Commission prior to the end of the Consulting Period a registration statement on an appropriate form, or a post-effective amendment Form S-8 in order to register the distribution to Employee of the shares of Common Stock underlying the Options; and the Company does hereby further agree that to the extent that it fails to file such a registration statement previously filed under the Securities Act, it will grant to Employee "piggyback" registration rights with respect to the shares of Class A Common Stock subject underlying the Options. Employee acknowledges that unless the distribution to Clearwire Employee of the shares of Common Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause underlying the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who Option is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance registered with the Interpretive Letter dated January 12Securities and Exchange Commission, 1999when issued upon Option exercise such shares will constitute "restricted securities" (within the meaning of the Securities Act of 1933, issued as amended), and can not be transferred by Employee in the SEC relating absence of subsequent registration or the existence of an exemption from registration applicable to Rule 16b-3their distribution.

Stock Options. (a) The terms of each outstanding compensatory option under any agreementAt the Effective Time, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) all options to purchase shares of Clearwire Class A B2B Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, then outstanding shall be adjusted as necessary treated in accordance with the provisions described below. (i) Immediately prior to provide that, at the Effective Time, each Clearwire holder of an outstanding option to purchase shares of B2B Common Stock (each a "B2B OPTION") under an Option outstanding immediately before Plan or otherwise, whether vested or unvested, shall be entitled to receive as of the Effective Time will be converted into an option to acquirepurchase Holding Company Shares (a "Replacement Option"), on with the vesting schedule for the Replacement Option being the same terms and conditions as were applicable under that Clearwire Stock the vesting schedule for the corresponding B2B Option with full credit being given by Holding Company for such optionee's length of service with B2B. Following the Effective Time, each holder of a Replacement Option, the same upon exercise of such Replacement Option (if and when vested), shall be entitled to receive that number of whole shares of Class A Holding Company Shares equal to the product of the number of shares of B2B Common Stock that were issuable upon exercise of the corresponding B2B Option immediately prior to the Effective Time (without regard to vesting) multiplied by the Exchange Ratio, rounded up (in the case of Replacement Options) to the nearest whole number of Holding Company Shares. In addition, following the Effective Time, the per share exercise price for the Holding Company Shares issuable upon exercise of such Replacement Options shall be equal to the quotient determined by dividing the exercise price per share of B2B Common Stock at which the corresponding B2B Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share) as cent. It is the holder intention of the Clearwire Stock Option would have been entitled to receive under parties that the Merger had the holder exercised the Clearwire Stock Option in full immediately before Replacement Options be, following the Effective Time, at Nonqualified stock options. Promptly following the Effective Time, Holding Company will issue to each holder of an Replacement Option a price per share (rounded up to document evidencing the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided byforegoing. (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Each B2B Option as adjusted, rounded up outstanding immediately prior to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions Effective Time shall be effected so as to comply with Section 409A of the Code. (b) Before deemed canceled and extinguished without any conversion thereof at the Effective Time, Clearwire will make any amendments subject to the terms issuance of the Clearwire Stock Option Plans and the Clearwire Stock Replacement Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7as provided herein. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. Employee’s unvested Nonqualified Stock Options (aNSOs) The terms of each outstanding compensatory option under any agreementand Incentive Stock Options (ISOs) (collectively, plan or arrangement of Clearwire (the “Clearwire Stock Option PlansOutstanding Options”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option remain outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option vest in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply accordance with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option particular grant or award under the Pentair Equity Plans or applicable Terms & Conditions under the earlier of the expiration date of the award of the fifth anniversary of the Separation Date. The Outstanding Options may be exercised by Employee until the earlier of the expiration date of the particular award or within five (5) years after the Separation Date, at the time and in the manner permitted under the terms of the applicable Pentair Equity Plan and the Clearwire applicable Terms & Conditions. Five (5) years after the Separation Date, all Outstanding Options unexercised by Employee shall be forfeited. Employee's stock options under the Pentair Equity Plans that had vested prior to the Separation Date (the "Previously Vested Options") may be exercised by Employee at any time in accordance with the time and in the manner permitted under the terms of the applicable Pentair Equity Plan without regard to whether he signs this Agreement. The Previously Vested Options shall expire and become non-exercisable in accordance with the terms of the applicable Pentair Equity Plan and the Terms & Conditions without regard to whether Employee signs this Agreement. As for Employee’s ISOs, they are eligible for preferential tax treatment if exercised within a period of ninety (90) days following the Separation Date, and if exercised more than ninety (90) days following the Separation Date, they will be taxed as ordinary income upon exercise. Employee acknowledges that all RSUs, PSUs and Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock not treated as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken earned in accordance with the Interpretive Letter dated January 12, 1999, issued by Terms & Conditions of the SEC relating applicable award will automatically become void and that any and all options that Employee holds that are not exercisable as of the Separation Date are forfeited immediately as of the Separation Date. Employee acknowledges that it is Employee’s responsibility to Rule 16b-3review his personal brokerage account and take action prior to the expiration dates for each grant.

Stock Options. (a) The terms As of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire of the stock options listed in Section 5.4(b) of the VTN Disclosure Memorandum (the "VTN Stock Option Options") which is outstanding immediately before as of the date hereof and has not expired as of the Effective Time will shall be assumed by Premiere and converted into an option (or a new substitute option shall be granted) to acquire, on purchase the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Premiere Common Stock (rounded down to the nearest whole share) as equal to the holder number of shares of VTN Common Stock subject to the Clearwire VTN Stock Option would have been entitled to receive under multiplied by the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, Exchange Ratio at a an exercise price per share of Premiere Common Stock (rounded up to the nearest whole cent▇▇▇▇▇) equal to: (i) to the aggregate former exercise price for the shares per share of Clearwire Class A VTN Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up such option immediately prior to the nearest whole centEffective Time divided by the Exchange Ratio; provided, however, if that in the above described conversion process fails case of any VTN Stock Option to satisfy -------- ------- which Section 421 of the requirements Code applies by reason of its qualification under Section 409A 422 of the Code, the conversions conversion formula shall be effected so as adjusted, if necessary, to comply with Section 409A 424(a) of the Code., provided however, no adjustment shall be made which could, in the reasonable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, preclude pooling of interests accounting treatment for the Merger. Except as provided above, the converted or substituted options for Premiere Common Stock shall be subject to substantially the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to VTN Stock Options immediately prior to the Effective Time. Premiere acknowledges that all outstanding VTN Stock Options specifically disclosed herein will become fully vested immediately prior to the Effective Time in accordance with the terms of the agreements relating thereto, except to the ------------- extent that any such vesting would preclude pooling of interest accounting -------------------------------------------------------------------------- treatment for the Merger. ------------------------ (b) Before Premiere agrees that (i) within fifteen (15) days after the Effective Time, Clearwire Time it will make any amendments cause to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for be filed one or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a more registration statement statements on an appropriate form, or a post-effective amendment to a registration statement previously filed Form S-8 under the Securities Act, with respect or amendments to its existing registration statements on Form S-8 or amendments to such other registration statements as may be available, in order to register the Premiere Common Stock issuable upon exercise of the aforesaid converted VTN Stock Options (the "Underlying Stock"), provided, however, that no such Form S-8 is required to be filed if Premiere has registered sufficient shares under its current S-8 to cover all the Underlying Stock plus all shares underlying stock options currently outstanding and issuable not otherwise exempt from registration, and (ii) at or prior to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo Effective Time, Premiere shall take all reasonable steps corporate action necessary to reserve for issuance a sufficient number of shares of Premiere Common Stock for delivery upon exercise of the options substituted pursuant to this Section 3.6. The consummation of the Merger shall not be treated as may be required to cause a termination of employment for purposes of the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3VTN Option Plans.

Stock Options. (a) The As soon as practicable following the date of this Agreement, the Board of Directors of Ascend (or, if appropriate, any committee administering the Ascend Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of each all outstanding compensatory option Ascend Stock Options granted under any agreement, plan or arrangement of Clearwire (the “Clearwire Ascend Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether vested or not exercisable or vestedunvested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Ascend Stock Option outstanding out standing immediately before prior to the Effective Time will shall be amended and converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire such Ascend Stock OptionOption (as modified by the terms of an agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and the holder of such Ascend Stock Option as disclosed to Lucent prior to the date hereof), the same number of whole shares of Class A Lucent Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such Ascend Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire such Ascend Stock Option in full immediately before prior to the Effective Time, at a price per share of Lucent Common Stock (rounded up to the nearest whole cent) equal to: to (iA) the aggregate exercise price for the shares of Clearwire Class A Ascend Common Stock otherwise purchasable under the Clearwire pursuant to such Ascend Stock Option divided by by (iiB) the aggregate number of whole shares of Class A Lucent Common Stock deemed purchasable under the Clearwire pursuant to such Ascend Stock Option (each, as so adjusted, rounded up an "Adjusted Option"); and (ii) make such other changes to the nearest whole cent; providedAscend Stock Plans as Ascend and Lucent may agree are appropriate to give effect to the Merger, however, if the above described conversion process fails to satisfy the requirements of including as provided in Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code5.07. (b) Before As soon as practicable after the Effective Time, Clearwire will make any amendments Lucent shall deliver to the terms holders of Ascend Stock Options appropriate notices setting forth such holders' rights pursuant to the Clearwire respective Ascend Stock Option Plans and the Clearwire agreements evidencing the grants of such Ascend Stock Options and that are necessary, such Ascend Stock Options and will take any other actions that are necessary, agreements shall be assumed by Lucent and shall continue in effect on the same terms and conditions (subject to give the adjustments required by this Section 5.06 after giving effect to the adjustments contemplated by this Section 2.7Merger). (c) NewCo will take whatever actions necessary for A holder of an Adjusted Option may exercise such Adjusted Option in whole or otherwise material in part in accordance with its terms by delivering a properly executed notice of exercise to the assumption of Clearwire Stock Options under this Section 2.7Lucent, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file together with the SEC a registration statement on an appropriate formconsideration therefor and the federal withholding tax information, or a post-effective amendment to a registration statement previously filed under if any, required in accordance with the Securities Act, with respect to the shares of Class A Common related Ascend Stock subject to Clearwire Stock OptionsPlan. (d) Clearwire and NewCo shall take all reasonable steps Except as may be required to cause the transactions otherwise contemplated by this Section 2.7 5.06 and except to the extent required under the respective terms of the Ascend Stock Options or any agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and a holder of Ascend Stock Options (as disclosed to Lucent prior to the date hereof), all restrictions or limitations on transfer and vesting with respect to Ascend Stock Options awarded under the Ascend Stock Plans or any other acquisition plan, program or arrangement of NewCo equity securities Ascend or dispositions any of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.its

Stock Options. ECC and the Company shall take any and all action as shall be necessary or appropriate so that outstanding options issued under the Amended and Restated EchoStar Communications Corporation 1995 Stock Incentive Plan, the EchoStar Communications Corporation 1999 Stock Incentive Plan, the EchoStar Communications Corporation 2001 Nonemployee Director Stock Option Plan and the ECC 1995 Nonemployee Director Stock Option Plan) (a) The terms of each outstanding compensatory option under any agreementcollectively, plan or arrangement of Clearwire (the “Clearwire Stock Option PlansECC SIPs”) to purchase shares ECC Class A Common Stock (“ECC Stock Options”) held at the close of Clearwire business on the Distribution Date by current and former employees and directors of ECC and its Subsidiaries and Affiliates (or their respective transferees) shall be replaced pursuant to the terms of the ECC SIPs with an adjusted ECC Stock Option with an adjusted exercise price and a substitute option under the EchoStar Holding Corporation Transition Stock Incentive Plan (the “Company SIP”) to purchase Company Class A Common Stock (a “Clearwire Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time . Such replacement will be converted into an option to acquire, on implemented in a manner such that immediately following the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: Distribution (i) the aggregate exercise price for number of shares relating to the adjusted ECC Stock Option will be equal to the number of shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of ECC Class A Common Stock subject to Clearwire such option immediately prior to the Distribution, (ii) the number of shares subject to the substitute Company Stock Options. Option will be equal to the number of shares of Company Class A Common Stock that the option holder would have received in the Distribution had the ECC Class A Common Stock subject to the option represented outstanding shares of ECC Class A Common Stock, and (diii) Clearwire the per share option exercise price of the original ECC Stock Option will be proportionally allocated between such separate stock options based upon the relative per share trading prices of ECC Class A Common Stock and NewCo the Company Class A Common Stock immediately following the Distribution, with the intention that such adjustment and substitution satisfy the requirements of Section 424 of the Code and avoid treatment as non–qualified deferred compensation subject to Section 409A of the Code. Each adjusted ECC Stock Option and substituted Company Stock Option adjusted from or substituted for an original ECC Stock Option described in this Section 5.01 (a), when combined, will in the exclusive and sole discretion of the administrative committee established pursuant to the applicable ECC SIP (the “ECC SIP Committee”) preserve the intrinsic value of such original ECC Option, and each will preserve the ratio from the original option of the exercise price to the fair market value of the stock subject to the option. Fractional shares shall take all reasonable steps be adjusted or compensated by ECC as may be required to cause appropriate in the transactions contemplated by Section 2.7 sole discretion of the ECC SIP Committee. All employment with both ECC and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to Company shall be taken in accordance with into account for purposes of determining the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3vesting and exercisability provisions of such awards.

Stock Options. Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (ai) The Active Employees and Former Employees of Automotive Group, (ii) employees of Packaging Corporation of America and (iii) employees of the folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the requirements of applicable law and generally accepted accounting principles, the number, exercise price and other terms of each such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options held by persons described in clause (ii) or (iii) above, not exercised prior to the Distribution Date shall be canceled effective as of the Distribution Date. Options held by Active Employees and Former Employees of Automotive Group (or persons who have succeeded to the rights of such persons) shall, unless exercised prior to the Distribution Date, remain outstanding compensatory option under any agreementas adjusted as provided herein after the Distribution Date, plan or arrangement subject to the requirements of Clearwire (TENNECO DISTRIBUTION AGREEMENT applicable law and generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of the “Clearwire Special Stock Option Plans”) to purchase shares Award of Clearwire Class A Common Stock (a “Clearwire Stock Option”)100 options per grantee, whether or not exercisable or vestedand in those jurisdictions, shall the outstanding rights will be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on comparably. The Automotive Company options and rights shall have the same terms and conditions as were applicable under prior to the Distribution Date except that Clearwire Stock Option, the same number of whole shares options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. To the extent that the exercisability of Class A options to purchase Tenneco Common Stock (rounded down currently is subject to the nearest whole share) as the holder attainment of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timeshare price hurdles, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall those hurdles will also be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, adjusted with respect to the shares of Class A both options to purchase Packaging Common Stock subject and Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect to Clearwire Stock Optionssome or all options which are not otherwise exercisable. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. The Compensation Committee of the Board of Directors, will award Executive 100,000 incentive stock options on Employer’s common stock with an option price of fair market value as defined in the 1998 Stock Incentive Plan on the date of grant, which shall be Executive’s first day of active employment with Employer. The options described hereunder will be granted by the Compensation Committee of the Board of Directors pursuant to the Employer’s 1998 Stock Incentive Plan and a stock option agreement containing such terms and substantially in the form attached hereto as Exhibit A. This option agreement will be for a term of ten (a10) years and shall provide that 20,000 options shall vest annually commencing on the first anniversary of the grant, and continuing each of the next four (4) years until all the options have vested as of the fifth anniversary of the grant. Additionally, the Employer shall grant to Executive 10,000 to 20,000 stock options annually based on performance of Executive and Employer. In all events, Executive shall receive not less than 10,000 stock options per year during the term hereof. Performance at expected or budgeted performance consistent with opportunities in the market place will result in the award of 20,000 stock options annually. The performance criteria may include, but not be limited to EPS Growth, Asset Growth, Operating Efficiency, Return on Equity, Loan Concentration, Asset Durability and Overall Performance Evaluation by the Board of Directors. However, if Employer’s strategic plans or extenuating circumstances preclude the attainment of this goal, the Compensation Committee and Executive will mutually agree on an appropriate number of shares to be granted. In the event of any conflict between the terms of each outstanding compensatory option under this Agreement and any agreement, plan other oral or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquirewritten representation regarding stock options, on the same terms one hand, and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire stock option agreement or the stock option plan, the terms of the latter two documents shall govern. The Employer represents and warrants that the Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken Incentive Plan has been approved in accordance with applicable law and that Employer will adopt any additional stock option plans and Agreements in form substantially identical to the Interpretive Letter dated January 12, 1999, issued by Employer’s 1998 Stock Incentive Plan and the SEC relating Stock Option Agreement necessary to Rule 16b-3award Executive the additional options described hereunder.

Stock Options. (a) The terms of On and after the Effective Date, each outstanding compensatory non-qualified stock option under any agreement(each, plan or arrangement of Clearwire (the a “Clearwire Stock Option PlansPFI Option”) to purchase shares of Clearwire Class A PFI Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at issued by PFI and outstanding on the Effective TimeDate shall remain outstanding, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down subject to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal tofollowing adjustments: (i) the aggregate exercise price for the each PFI Option will constitute a right to purchase a number of shares of Clearwire Class A NPB Common Stock otherwise purchasable under determined in accordance with Section 2.07(a)(ii), below, at a price equal to the Clearwire Stock Option divided byamount determined in accordance with Section 2.07(a)(iii), below; (ii) the aggregate number of whole shares of Class A NPB Common Stock deemed purchasable under subject to each PFI Option immediately following the Clearwire Stock Option as adjusted, rounded up Effective Date will be equal to the nearest whole cent; provided, however, if quotient of (1) the above described conversion process fails to satisfy the requirements of Section 409A product of the Codenumber of shares of PFI Common Stock originally subject to that option times the original exercise price of that option; divided by (2) the adjusted exercise price of that option immediately following the Effective Date, the conversions shall be effected so as to comply determined in accordance with Section 409A 2.07(a)(iii), below; and (iii) the exercise price of each PFI Option immediately after the Effective Date will be equal to the quotient of: (x) the product of the Codeclosing price of NPB Common Stock on the Effect Date times the original exercise price of that option, divided by (y) $49.54 (the Cash Consideration). (b) Before Except as otherwise provided in this section, the Effective Time, Clearwire terms and conditions of all PFI Options will make any amendments to not be changed and such options will remain outstanding and will be exercisable in accordance with the terms of the Clearwire Stock applicable PFI Option Plans Plan and the Clearwire Stock Options that are necessarystock option agreement. As adjusted pursuant to this section, and each PFI Option will take any other actions that are necessary, be referred to give effect to the adjustments contemplated by this Section 2.7herein as an “Adjusted PFI Option”. (c) NewCo will take whatever actions necessary for or otherwise material As soon as practicable after the Effective Date, but in no event later than ten (10) Business Days after the Effective Date, NPB shall deliver to the assumption holders of Clearwire Stock Adjusted PFI Options under this appropriate notices setting forth the effect of the adjustments described in Section 2.72.07(a), including above. NPB shall comply with the reservation, issuance and listing terms of NewCo Capital Stock as is the PFI Option Plan. (d) NPB shall take all corporate action necessary to effectuate reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of Adjusted PFI Options in accordance with this Agreement. Within ten (10) Business Days after the transactions contemplated by this Section 2.7. NewCo will prepare and Effective Date, NPB shall file with the SEC a registration statement on an Form S-8 (or any successor other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A NPB Common Stock subject issuable upon exercise of the Adjusted PFI Options and shall use its reasonable best efforts to Clearwire Stock Optionsmaintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereon) for so long as such options remain outstanding. (de) Clearwire and NewCo With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall take all reasonable steps as may be required to cause administer the transactions contemplated PFI Option Plan in a manner consistent with the exemptions provided by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreementCompany shall take all reasonable actions necessary so that, plan or arrangement of Clearwire immediately prior to the Effective Time, (i) the “Clearwire Stock Option Plans”) options granted by the Company to purchase shares of Clearwire Class A Company Common Stock (a “Clearwire "Company Stock Option”Options"), whether or not exercisable or vestedwhich are outstanding and unexercised immediately prior to the Effective Time and held by a holder that has executed a notice, in form and substance satisfactory to Parent, consenting to the cancellation of the Company Stock Options held by such holder, shall be adjusted as canceled, provided, that the Company and Parent will each use commercially reasonable efforts to obtain any necessary consents of holders of Company Stock Options and (ii) the outstanding Company Stock Options under the Company Stock Plan, whether vested or unvested, held by holders not employed by the Company immediately prior to provide thatthe Effective Time or by holders who, at the Effective Time, each Clearwire Stock Option outstanding immediately before have not executed the Effective Time will consent described in (i) above shall be converted into assumed by Parent and shall constitute an option to acquire, on the same terms and subject to the same conditions as were applicable under that Clearwire such Company Stock Option, the same number of whole shares of Class A Parent Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such Company Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire Stock Option such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately before prior to the Effective TimeTime (rounded downward to the nearest whole number), at a price per share (rounded up upward to the nearest whole cent) equal to: to (iy) the aggregate exercise price for the shares of Clearwire Class A Company Common Stock otherwise purchasable under the Clearwire pursuant to such Company Stock Option immediately prior to the Effective Time divided by by (iiz) the aggregate number of whole full shares of Class A Parent Common Stock deemed purchasable pursuant to such Company Stock Option in accordance with the foregoing. All outstanding rights that the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock issued or issuable under the Clearwire Company Stock Option as adjusted, rounded up Plan (the "Repurchase Options") shall be assigned to Parent and shall thereafter be exercisable by Parent upon the same terms and conditions in effect immediately prior to the nearest whole cent; providedEffective Time, however, if except that the above described conversion process fails shares purchasable pursuant to satisfy the requirements of Section 409A of Repurchase Options and the Code, the conversions purchase price per share shall be effected so as adjusted to comply with Section 409A of reflect the CodeExchange Ratio. (b) Before Except as set forth in Section 4.03 or Section 4.09(f)(ii) of the Company Disclosure Schedule, the Merger shall not result in the termination or acceleration of any outstanding Company Stock Options under the Company Stock Plan that are so assumed by Parent. As promptly as reasonably practicable and in any event within twenty (20) days after the receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent will issue to each person who, immediately prior to the Effective Time, Clearwire will make any amendments to the terms is a holder of the Clearwire an outstanding Company Stock Option Plans and under the Clearwire Company Stock Options Plan that are necessaryis to be assumed by Parent hereunder, and will take any other actions that are necessary, to give effect to a document evidencing the adjustments contemplated foregoing assumption of such Company Stock Option by this Section 2.7Parent. (c) NewCo will Parent shall take whatever actions all corporate action necessary to reserve for or otherwise material to the assumption issuance a sufficient number of Clearwire shares of Parent Common Stock for delivery under Company Stock Options under assumed in accordance with this Section 2.77.03. (d) The Board of Directors of the Company shall, including prior to or as of the reservationEffective Time, issuance take all necessary actions, pursuant to and listing in accordance with the terms of NewCo Capital the Company Stock as is necessary Plan and the instruments evidencing the Company Stock Options to effectuate be assumed by Parent pursuant to Section 7.03(a), to provide for the transactions contemplated by conversion of such Company Stock Options into options to acquire Parent Common Stock in accordance with this Section 2.7. NewCo will prepare 7.03, and file to provide that no consent of the holders of such Company Stock Options is required in connection with such conversion. (e) Within five (5) Business Days following the SEC date of this Agreement, the Company shall make available to Parent a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under list of all persons who the Securities ActCompany reasonably believes (i) are, with respect to the shares Company and as of Class A Common Stock subject to Clearwire Stock Options. the date of this Agreement, "disqualified individuals" (dwithin the meaning of Section 280G of the Code and the regulations promulgated thereunder), and (ii) Clearwire and NewCo shall take all reasonable steps as may will be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities receiving payments or dispositions of Clearwire equity securities benefits (including derivative securitiesacceleration of options) in connection with this Agreement by each individual the Merger including any payments or benefits as a result of termination of service following the Merger. Within five (5) Business Days prior to Closing, the Company shall revise such list to reflect any additional information that the Company reasonably believes would impact the determination of persons who is a director or officer of Clearwire (A) are, with respect to be exempt under Rule 16b-3 promulgated under the Exchange ActCompany, such steps to "disqualified individuals," and (B) will be taken receiving payments or benefits (including acceleration of options) in accordance connection with the Interpretive Letter dated January 12Merger, 1999, issued by including any payments or benefits as a result of termination of service following the SEC relating to Rule 16b-3Merger.

Stock Options. (a) Effective as of immediately prior to the Distribution, on the Distribution Date, each Comcast Option that is or was previously subject only to time-vesting conditions that is outstanding and unexercised as of immediately prior to the Distribution (whether vested or unvested and whether held by a SpinCo Participant or a Comcast Participant) shall become an “Adjusted Comcast Option.” The terms number of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Comcast Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, subject to such Adjusted Comcast Option shall be adjusted as necessary to provide that, at determined by multiplying (i) the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Comcast Class A Common Stock subject to such Comcast Option as of immediately prior to the Distribution by (ii) the Comcast Concentration Ratio, rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a . The exercise price per share applicable to such Adjusted Comcast Option shall be determined by dividing (rounded up 1) the exercise price per share applicable to the nearest whole cent) equal to: corresponding Comcast Option as of immediately prior to the Distribution by (i2) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjustedComcast Concentration Ratio, rounded up to the nearest whole cent. Each such Adjusted Comcast Option shall otherwise remain subject to the same terms and conditions (including vesting, exercise schedules, forfeiture and post-termination vesting and exercise periods) as applicable to the corresponding Comcast Option as of immediately prior to the Distribution; provided, howeverfor the avoidance of doubt, if that service provided to the above described conversion process fails SpinCo Group by a SpinCo Participant following the Distribution Date shall count for purposes of satisfying the service-based vesting conditions with respect to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codesuch Adjusted Comcast Option. (b) Before From and after the Effective TimeDistribution, Clearwire will make the SpinCo Group shall cooperate with Comcast in order to effectuate the provisions of Section 8.02(a), including by providing Comcast with timely information as to (i) the date on which any amendments SpinCo Participant’s employment or service with the SpinCo Group terminates, (ii) the circumstances under which any SpinCo Participant’s employment or service with the SpinCo Group terminates (i.e., whether such termination was for “cause,” with “good reason,” or due to death or “disability” (as each such term is defined in the applicable award agreement)) and (iii) any action or inaction by a SpinCo Participant following such termination or employment or service pursuant to which Comcast would, pursuant to the terms of the Clearwire Stock Option Plans and applicable award agreement, be entitled to cause the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7forfeiture of a Comcast Option. (c) NewCo will take whatever actions necessary for or otherwise material Notwithstanding anything to the assumption of Clearwire Stock Options under contrary in this Section 2.78.02, including the reservationexercise price, issuance and listing the number of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Comcast Class A Common Stock subject and the terms and conditions of exercise applicable to Clearwire Stock Options. (d) Clearwire and NewCo any Adjusted Comcast Option, as the case may be, shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) determined in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance manner consistent with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.requirements of Section 409A.

Stock Options. Subject to Tessera's Board approval, you will receive an option pursuant to Tessera's 1999 Stock Plan and standard form stock option agreement to purchase 340,000 shares of the Common Stock of Tessera for an exercise price of $1.00 per share as set as the fair market value by Tessera's Board of Directors. As stated in the Tessera 1999 stock option plan, you may opt to exercise the options granted hereunder prior to vesting of the options (aplease review the stock option plan for more information). This option shall vest equally on a per month basis over a thirty six (36) The terms month period RETROACTIVELY beginning such vesting on June 1, 1999 and continuing such vesting on the first day of each outstanding compensatory option month thereafter, subject to your continued service to Tessera under this Agreement. If this Agreement terminates prior to the end of the fully vested thirty six month period, vesting of the unvested shares will immediately stop and you shall be vested only in that number of shares that is equal to the number of full months of service that this Agreement was effective multiplied by the number shares per month. Notwithstanding, if this Agreement is terminated by Tessera or any agreement, plan or arrangement of Clearwire Tessera successor (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”other than for cause), whether or not exercisable or vestedan additional 12 months of shares shall accelerate and be purchasable by you at that time, unless there is less than one year left of vesting in which case only the remaining possible unvested shares prior to such termination event (out of the 340,000 total possible vesting shares) shall accelerate and be purchasable by you at that time. Further, the first right of refusal clause in Tessera's 1999 stock option plan shall be adjusted as necessary extended to provide that, at include an exception for transfer via will to PSERD Trust and to any 501C3 organization. This stock option grant is separate and distinct from the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will stock option grant that you may receive for being a Director on Tessera's Board. Any Tessera Board stock option grants shall be converted issued on a non-discriminatory basis for outside Board members which shall not take into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for account the shares granted herein. However, your duties hereunder are viewed as being an extension of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number your duties and services as a Director of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option Tessera's Board and therefor this stock option grant is also viewed as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codebeing compensation for such extended duties and services. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of At the Effective Time, the Target Stock Option Plans and each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Target Common Stock (a “Clearwire under the Target Stock Option”)Option Plans, whether vested or not exercisable or vestedunvested, shall be adjusted as necessary assumed by Acquiror, and Target Company's repurchase right with respect to provide that, at any unvested option shares granted under the Effective Time, each Clearwire Target Stock Option Plans shall be assigned to Acquiror. Target has delivered to Acquiror a schedule (the "Option Schedule") that sets forth a true and complete list as of the date hereof of all holders of outstanding immediately before options under the Effective Time will Target Stock Option Plans, including the number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were applicable under set forth in the Target Stock Option Plans immediately prior to the Effective Time, except that Clearwire Stock Option, the same (i) such option shall be exercisable for that number of whole shares of Class A Acquiror Common Stock (equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounded down to the nearest whole sharenumber of shares of Acquiror Common Stock, and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Acquiror Common Stock otherwise purchasable under issuable upon exercise of such assumed option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Target Common Stock deemed purchasable under at which such option was exercisable immediately prior to the Clearwire Stock Option as adjustedEffective Time, by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, if . The options so assumed by Acquiror shall qualify following the above described conversion process fails to satisfy the requirements of Effective Time as incentive stock options as defined in Section 409A 422 of the CodeCode to the extent such options qualified as incentive stock options prior to the Effective Time. Within ten (10) business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the conversions shall be effected so as Effective Time was a holder of an outstanding option under the Target Stock Option Plans, a document in form and substance satisfactory to comply with Section 409A Target evidencing the foregoing assumption of the Codesuch option by Acquiror. (b) Before Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under Target Stock Options assumed in accordance with this Section 5.15. Within five business days after the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Acquiror shall file with the SEC a registration statement on an Form S-8 (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, forms) with respect to the shares of Class A Acquiror Common Stock subject to Clearwire Stock Optionssuch options and shall use its 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. (dc) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated Outstanding purchase rights under the Exchange ActTarget ESPP shall be exercised upon the earlier of (i) the next scheduled purchase date under the Target ESPP or (ii) immediately prior to the Effective Time, and each participant in the Target ESPP shall accordingly be issued shares of Target Common Stock according to the terms of the Target ESPP at that time which shall be converted into shares of Acquiror Common Stock in the Merger. The Target ESPP shall terminate with such steps exercise date, and no purchase rights shall be subsequently granted or exercised under the Target ESPP. Target employees who meet the eligibility requirements for participation in the Aquiror Employee Stock Purchase Plan shall begin payroll deductions under that plan as of the first date on which the terms of the Acquiror ESPP allows such individuals to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3commence participation.

Stock Options. (a) The terms At and as of the Effective Time of the Merger, GBB shall assume each and every outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common MDB Stock (a “Clearwire "MDB Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at ") and all obligations of MDB under the Effective Time, each Clearwire MDB Stock Option outstanding immediately before the Effective Time will Plan. Each and every MDB Stock Option so assumed by GBB under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were applicable under set forth in the MDB Stock Option Plan and in the other documents governing such MDB Stock Option immediately prior to the Effective Time of the Merger, except that: (i) such MDB Stock Option shall be exercisable for that Clearwire Stock Option, the same number of whole shares of Class A Common GBB Stock equal to the product of (A) the number of shares of MDB Stock that were purchasable under such MDB Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole sharenumber of shares of GBB Stock; and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common GBB Stock otherwise purchasable under the Clearwire issuable upon exercise of such MDB Stock Option divided by shall be equal to the quotient determined by dividing (iiA) the aggregate number exercise price per share of whole shares of Class A Common MDB Stock deemed purchasable under the Clearwire at which such MDB Stock Option as adjusted, rounded up was exercisable immediately prior to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A Effective Time of the Code, Merger by (B) the conversions shall be effected so as to comply with Section 409A Conversion Ratio. At the Effective Time of the CodeMerger or as soon as practicable thereafter, GBB shall issue to each holder of an outstanding MDB Stock Option a document evidencing the assumption of such MDB Stock Option by GBB pursuant to this Section 7.9. (b) Before the Effective Time, Clearwire will make any amendments GBB shall use its commercially reasonable best efforts to comply with the terms of the Clearwire MDB Stock Option Plans Plan and insure, to the Clearwire extent required by, and subject to the provisions of, such plan, that MDB Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualify as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) NewCo will take whatever actions necessary for At or otherwise material prior to the assumption Effective Time of Clearwire the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options under assumed by it in accordance with this Section 2.77.9. At the Effective Time of the Merger, including the reservationor as soon as practicable thereafter, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and GBB shall, if necessary, file with the SEC a registration statement on an Form S-8 (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, ) with respect to the shares of Class A Common GBB Stock subject to Clearwire Stock Options. (d) Clearwire such options and NewCo shall take use all reasonable steps efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as may be required to cause such options remain outstanding." C. The term "Effective Time," as used herein, shall mean the transactions contemplated by Section 2.7 and any other acquisition Effective Time of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) the Merger as such term is defined in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange ActAgreement. The Effective Time occurred on January 31, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-32000.

Stock Options. (a) The terms of each At the Effective Time, all Company Options then outstanding compensatory option under any agreement, plan or arrangement of Clearwire the Simulation Technologies Corp. 1994 Stock Option Plan (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”"OPTION PLAN"), whether or not exercisable or vestedotherwise, shall be adjusted as necessary to provide that, at assumed by Parent in accordance with provisions described below. (i) At the Effective Time, each Clearwire Stock outstanding Company Option outstanding immediately before under the Effective Time will Option Plan or otherwise, whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Option so assumed by Parent under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions set forth in the Option Plan and/or as were applicable under provided in the respective option agreements governing such Company Option immediately prior to the Effective Time, except that, subject to adjustment as provided in paragraph (ii) below, (A) such Company Option shall be exercisable for that Clearwire Stock Option, the same number of whole shares of Class A Parent Common Stock (equal to the product of the number of shares of Company Common Stock 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 sharenumber of shares of Parent Common Stock and (B) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Parent Common Stock otherwise purchasable under issuable upon exercise of such assumed Company Option (the Clearwire Stock Option divided by (ii"INITIAL EXERCISE PRICE") shall be equal to the aggregate number quotient determined by dividing the exercise price per share of whole shares of Class A Company Common Stock deemed purchasable under at which such Company Option was exercisable immediately prior to the Clearwire Stock Option as adjustedEffective Time by the Exchange Ratio, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (bii) Before In the event that the holder of a Company Option exercises rights to acquire any of the Parent Common Stock, and at or prior to the time that such right is exercised there has been a payment of Parent Common Stock out of the Escrow Fund (as defined in Section 7.2(a)) as a result of Losses (as defined in Section 7.2(a)), then (A) the number of shares of Parent Common Stock issuable upon exercise of such Company Option shall be reduced to the number determined by multiplying such number of shares of Parent Common Stock by the quotient (the "ADJUSTED EXCHANGE RATIO") determined by dividing (1) 1,701,227, less the number of shares of Parent Common Stock theretofore paid to Parent out of the Escrow Fund by reason of Losses, by (2) 1,701,227 and (B) the exercise price per share shall be increased to the price (the "ADJUSTED EXERCISE PRICE") determined by multiplying the Initial Exercise Price by the quotient determined by dividing (x) the Initial Exercise Price by (y) the Adjusted Exchange Ratio. (iii) It is the intention of the parties that the Company Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent the Company Options qualified as incentive stock options immediately prior to the Effective Time. (iv) Promptly following the Effective Time, Clearwire Parent will make any amendments issue to each holder of an outstanding Company Option a document evidencing the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the foregoing assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated such Company Option by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock OptionsParent. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (ai) The terms of On the Effective Date, each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”a "CIB Option") to purchase one or more shares of Clearwire Class A CIB Common Stock (a “Clearwire Stock Option”)issued by CIB and outstanding on the Effective Date, whether or not such option is exercisable or vested, shall be adjusted as necessary to provide that, at on the Effective TimeDate, each Clearwire Stock Option shall, by virtue of the Merger, cease to be outstanding immediately before the Effective Time will and be converted into an option to acquirepurchase the number of shares of NPB Common Stock which the optionholder would have been entitled to receive in the Merger had such option been exercised in full immediately prior to the Effective Date, at an exercise price per share of NPB Common Stock equal to the per share exercise price of the CIB Option divided by the Exchange Ratio, and having other terms and conditions ---------- identical to those of the option exchanged (including forfeiture, acceleration and expiration date provisions). The adjustment provided herein with respect to any options which are "incentive stock options", as defined in Section 422 of the IRC, shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. (ii) As soon as practicable after the Effective Date, NPB shall deliver to the holders of CIB Options appropriate notices setting forth such holders' rights pursuant to the CIB Stock Option Plans, and the agreements evidencing the grants of such CIB Options shall continue in effect on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down subject to the nearest whole shareadjustments required by this Section 1.02(f) as the holder of the Clearwire Stock Option would have been entitled after giving effect to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to and the terms of the Clearwire CIB Stock Option Plans). NPB shall comply with the terms of the CIB Stock Option Plans and the Clearwire Stock Options that shall take such reasonable steps as are necessarynecessary or required by, and will take any other actions that are necessarysubject to the provisions of, such CIB Stock Option Plans, to give effect have the CIB Options, if any, which qualified as "incentive stock options" prior to the adjustments contemplated by this Section 2.7Effective Date, continue to qualify as "incentive stock options" after the Effective Date. (ciii) NewCo will NPB shall take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is all corporate action necessary to effectuate reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of CIB Options in accordance with this Agreement. Promptly after the transactions contemplated by this Section 2.7. NewCo will prepare and Effective Date, NPB shall file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A NPB Common Stock subject to Clearwire such options and shall use 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 thereon) for so long as such options remain outstanding. With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall administer the CIB Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause Option Plans in a manner consistent with the transactions contemplated exemptions provided by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire outstanding option to purchase shares of OrCAD Common Stock (each a "ORCAD STOCK OPTION") under the OrCAD Stock Option outstanding immediately before the Effective Time Plans, whether or not exercisable, will be converted into an option assumed by Summit. Each OrCAD Stock Option so assumed by Summit under this Agreement will continue to acquirehave, on and be subject to, the same terms and conditions as were (including vesting conditions) set forth in the applicable under OrCAD Stock Option Plan immediately prior to the Effective Time and the Stock Option by which it is evidenced, except that Clearwire (i) each OrCAD Stock Option, the same Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Class A Summit Common Stock (equal to the product of the maximum number of shares of OrCAD Common Stock that could be issuable upon exercise of such OrCAD Stock Option if all vesting conditions are satisfied multiplied by the Exchange Ratio, rounded down to the nearest whole shareshare of Summit Common Stock and (ii) as the holder per share exercise price for the Summit Common Stock issuable upon exercise of the Clearwire such assumed OrCAD Stock Option would have been entitled will be equal to receive under the Merger had quotient determined by dividing the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a exercise price per share (of OrCAD Common Stock at which such OrCAD Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Summit will issue to each holder of an outstanding OrCAD Stock Option a notice describing the foregoing assumption of such OrCAD Stock Option by Summit. It is intended that OrCAD Stock Options assumed by Summit shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent OrCAD Stock Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 5.11 shall be applied consistent with such intent. (b) equal to: Summit will reserve sufficient shares of Summit Common Stock for issuance under Section 5.11 and under Section 1.6(c) hereof. (c) OrCAD shall take such actions as are necessary to shorten the Offering Period (as such term is used in the OrCAD ESPP) then in progress by setting up a new Purchase Date (as such term is used in OrCAD ESPP) to be the last trading day on which the shares of OrCAD Common Stock are quoted on the Nasdaq National Market immediately prior to the Effective Time (the "Final OrCAD Purchase Date"); provided, that, such change in the Purchase Date shall be conditioned upon the consummation of the Merger. On the Final OrCAD Purchase Date, OrCAD shall apply the funds credited as of such date under the OrCAD ESPP within each participant's payroll withholdings account to the purchase of whole shares of OrCAD Common Stock in accordance with the terms of the OrCAD ESPP. The cost to each participant in the OrCAD ESPP for a share of OrCAD Common Stock shall be the lower of 85% of the closing sale price of OrCAD Common Stock on the Nasdaq National Market on (i) the aggregate exercise price for first day of the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by then current Offering Period or (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock OptionsFinal OrCAD Purchase Date. (d) Clearwire and NewCo Employees of OrCAD as of the Effective Time shall take all reasonable steps as may be required permitted to cause participate in Summit's Employee Stock Purchase Plan commencing on the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire first enrollment date following the Effective Time, subject to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance compliance with the Interpretive Letter dated January 12, 1999, issued by eligibility provisions of such plan. 5.12 FORM S-8. Summit will file a Registration Statement on Form S-8 for the SEC relating shares of Summit Common Stock issuable with respect to Rule 16b-3assumed OrCAD Stock Options as soon as reasonably practical after the Effective Time (not to exceed five business days) and will use its reasonable best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options remain outstanding.

Stock Options. (a) The terms of Prior to the Effective Time, Target and Parent shall take all such action as may be necessary to cause each outstanding compensatory unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under any agreement, plan or arrangement of Clearwire Target’s 1992 Stock Option Plan (the “Clearwire 1992 Plan”), 1997 Officers’ & Directors’ Stock Option Plan (the “1997 Plan”) and the 2002 Stock Option Plan (the “2002 Plan” and, together with the 1992 Plan and 1997 Plan, the “Target Stock Option Plans”), whether vested or unvested, to be automatically converted at the Effective Time into an option (a “Substituted Option”) to purchase shares a number of Clearwire Class A ADSs equal to the number of Target Common Stock Shares that could have been purchased (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire assuming full vesting) under such Target Stock Option outstanding immediately before multiplied by the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock Exchange Ratio (rounded down to the nearest whole sharenumber of ADSs) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per ADS equal to the per-share option exercise price specified in the Target Stock Option divided by the Exchange Ratio (such product rounded up to the nearest whole cent) equal to: ). Such Substituted Option shall otherwise be subject to the same terms and conditions as such Target Stock Option. The date of grant of the Substituted Option shall be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plans to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Target Stock Option divided by Plans and related stock option agreements to Target shall be deemed to refer to Parent and (ii) the aggregate number Parent shall assume all of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up Target’s obligations with respect to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected Target Stock Options as so as to comply with Section 409A of the Codeamended. (b) Before In respect of each Substituted Option, and the ADSs underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any file a Form S-8 or other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a appropriate registration statement on an appropriate form, or a post-effective amendment and use reasonable efforts to a keep such registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Optionscurrent for as long as Substituted Options remain outstanding. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. Each Pentair Option that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Pentair Option and an nVent Option as described below: (aA) The terms of Stock Options Granted on or After May 9, 2017. Except as set forth on Schedule 4.01, each outstanding compensatory option under any agreementsuch Pentair Option granted on or after May 9, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”)2017, whether or not exercisable or vested, shall will be adjusted as necessary to provide thatfollows: (1) If the Pentair Option is held by a Pentair Group Employee, at the Effective Timea Former Pentair Group Employee, each Clearwire Stock Option outstanding immediately before a Pentair Director or a Former Pentair Director then such option shall be converted as of the Effective Time will be converted into an option Adjusted Pentair Option, and shall be subject to acquire, on the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable under to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(1) and Section 4.01(f)); provided, however, that Clearwire Stock from and after the Effective Time: a) the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share, shall be equal to the product of (1) as the holder number of Pentair Ordinary Shares subject to the Clearwire Stock corresponding Pentair Option would have been entitled immediately prior to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price Time multiplied by (2) the Pentair Ratio; and b) the per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjustedsuch Adjusted Pentair Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (2) the Pentair Ratio. (2) If the Pentair Option is held by an nVent Group Employee, a Former nVent Group Employee, or a Transferred Director then such option shall be converted as of the Effective Time into an nVent Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(2) and Section 4.01(f)); provided, however, if that from and after the above described conversion process fails Effective Time: a) the number of nVent Ordinary Shares subject to satisfy such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (2) the nVent Ratio; and b) the per share exercise price of such nVent Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (2) the nVent Ratio. (B) Stock Options Granted Prior to May 9, 2017. Each such Pentair Option granted prior to May 9, 2017, regardless of by whom held, shall be converted as of the Effective Time into both an Adjusted Pentair Option and an nVent Option, and each such Adjusted Pentair Option and nVent Option shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(B) and Section 4.01(f)); provided, however, that from and after the Effective Time: (1) the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Value Factor; (2) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Distribution Ratio multiplied by (c) the Value Factor; (3) the per share exercise price of such Adjusted Pentair Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the Pentair Ratio; and (4) the per share exercise price of such nVent Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the nVent Ratio. Notwithstanding anything to the contrary in this Section 4.01(c), the exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to each Adjusted Pentair Option and nVent Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code. In addition, in the case of any Pentair Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the conversions exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to such option, and the terms and conditions of exercise of such option shall be effected so as to comply determined in a manner consistent with the requirements of Section 409A 424(a) of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each Each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A MediaOne Common Stock granted under any stock option or compensation plans or arrangements (a “Clearwire Stock Option”"MEDIAONE STOCK OPTION"), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire MediaOne Stock Option outstanding immediately before prior to the Effective Time will shall be converted into deemed to constitute an option to acquire, on the same terms and conditions as were applicable under that Clearwire such MediaOne Stock OptionOption (including terms regarding vesting), the same number of whole shares of Class A Comcast Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such MediaOne Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire such MediaOne Stock Option in full immediately before prior to the Effective Time, at a price per share of Comcast Common Stock equal to (rounded up to the nearest whole cent) equal to: (iA) the aggregate exercise price for the shares of Clearwire Class A MediaOne Common Stock otherwise purchasable under the Clearwire pursuant to such MediaOne Stock Option divided by by (iiB) the aggregate number of whole shares of Class A Comcast Common Stock deemed purchasable under the Clearwire pursuant to such 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 cent; providedshare, howeverand provided further that, if for any MediaOne Stock Option to which Section 421 of the above described conversion process fails to satisfy the requirements Code applies by reason of Section 409A its qualification under any of Sections 422 through 424 of the Code, the conversions option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be effected so as determined in order to comply with Section 409A 424 of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that Comcast shall take such actions as are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire the MediaOne Stock Options under pursuant to this Section 2.73.04 and any obligations to issue MediaOne Common Stock under the existing terms of any other plans, agreements or arrangements of MediaOne covering any current or former employee or director of MediaOne or any MediaOne Subsidiary, including the reservation, issuance and listing of NewCo Capital Comcast Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.73.04. NewCo will Comcast shall prepare and file with the SEC a registration statement on an Form S-8 (or any other appropriate form, ) or a post-effective amendment to a registration statement previously filed under the Securities 1933 Act, with respect to the shares of Class A Comcast Common Stock subject to Clearwire Stock Options. the Adjusted Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Adjusted Options (dand to maintain the current status of the prospectus contained therein) Clearwire and NewCo for so long as such Adjusted Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Comcast shall take use all reasonable steps as may be required efforts to cause the transactions contemplated by administer any Adjusted Options issued pursuant to this Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) 3.04 in connection a manner that complies with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, 1934 Act to the extent that the MediaOne Stock Option in respect of which such steps Adjusted Option has been issued complied with such rule prior to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3Merger.

Stock Options. (a) The terms You were granted options to purchase the number of each outstanding compensatory option under any agreement, plan or arrangement shares of Clearwire the Company’s common stock as set forth on Appendix A (the “Clearwire Stock Option Options”) pursuant to the 2017 Plan or the Company’s 2007 Omnibus Incentive Plan (the “2007 Plan” and, together with the 2017 Plan, the “Plans”) ). Under the terms of the Plans and your stock option grant notices and terms and conditions of stock option awards governing the Options, vesting of the Options will cease as of the Separation Date, and the Options will be forfeited as of such date for no consideration with respect to purchase any unvested shares subject to the Options. As of Clearwire Class A Common Stock the Separation Date you have a total of 552,800 vested shares subject to the Options (a the “Clearwire Stock OptionVested Options”). Notwithstanding anything to the contrary in the Plans, the stock option grant notices and the terms and conditions of stock option awards governing the Vested Options and any other documents between you and the Company setting forth the terms of your Vested Options (the “Option Documents”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: if you (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by timely execute this Agreement and comply fully with your obligations hereunder, (ii) execute the aggregate number Consulting ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ March 26, 2019 Agreement on the Separation Date and become a consultant to the Company effective as of whole shares the Separation Date, and (iii) execute the Employee Non-Disclosure, Inventions, Non-Competition and Non-Solicitation Agreement, then the exercise period for the Vested Options (normally subject to a three (3) month exercise period post termination) will be extended so that the Vested Options remain exercisable through the original expiration date of Class A Common Stock deemed purchasable the Options as set forth on Appendix A. To the extent the Options were granted as “incentive stock options” under the Clearwire Stock Option Internal Revenue Code, an extension of the exercise period of the Options may cause them to lose such status and the Options instead may be treated as adjustednon-qualified stock options for federal tax purposes. This change may be less advantageous to you from a personal tax perspective in certain respects, rounded up including an obligation on your part to satisfy any income and employment tax withholding obligations that arise when you exercise the Options. The Company makes no representation or guarantees regarding the status of your Options as incentive stock options or otherwise. You acknowledge that the Company is not providing tax advice to you and that you have been advised by the Company to seek independent tax advice with respect to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A exercise and modification of the CodeOptions and any other compensation and benefits that you are receiving under this Agreement. You acknowledge and agree that, as a condition to any exercise of your Vested Options, the conversions shall be effected so as Company may require you to comply with Section 409A enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Code. Company (b) Before except for the Effective Timeemployer’s share of any FICA), Clearwire will make any amendments arising by reason of the exercise of your Vested Options. The Options, including your rights to exercise the Vested Options, remain subject to the terms of the Clearwire Stock Plans and Option Documents, as modified by this Section 5(b). If you do not satisfy the requirements of this Section 5(b), the Vested Options will not be modified by the terms of this Section 5(b) and will remain subject to the terms of the Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7Option Documents. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. As of the close of business on the Reference Date: (ai) The terms 9,596,800 shares of each LTX Common Stock were subject to issuance pursuant to outstanding compensatory option LTX Options (as defined below) to purchase LTX Common Stock under any agreement, plan or arrangement the applicable LTX Benefit Plans that are stock plans as set forth on Section 3.12(b) of Clearwire the LTX Disclosure Schedule (the “Clearwire LTX Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise, granted under or pursuant to purchase the LTX Stock Plans, other than LTX Rights and LTX Restricted Stock Units, are referred to in this Agreement as “LTX Options”) and (ii) 2,561,482 shares of Clearwire Class A LTX Common Stock (are reserved for future issuance under the LTX Stock Plans, including 897,853 shares reserved for issuance under LTX’s 2004 Employee Stock Purchase Plan. LTX has made available to Credence a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, true and complete list of each Clearwire Stock LTX Option outstanding immediately before as of the Effective Time will be converted into an option Reference Date, and (1) the particular LTX Stock Plan (if any) pursuant to acquirewhich such LTX Option was granted, on (2) the same terms and conditions as were applicable under that Clearwire Stock Option, the same number name of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timesuch LTX Option, at a price per share (rounded up to the nearest whole cent) equal to: (i3) the aggregate exercise price for the number of shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A LTX Common Stock subject to Clearwire such LTX Option, (4) the exercise price of such LTX Option, (5) the date on which such LTX Option was granted, (6) the applicable vesting schedule, and the extent to which such LTX Option was vested and exercisable as of the Reference Date, and (7) the date on which such LTX Option expires. All shares of LTX Common Stock Options. subject to issuance under the applicable LTX Benefit Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issued, would be duly authorized, validly issued, fully paid and nonassessable. All grants of LTX Options were validly issued and properly approved by the Board of Directors of LTX (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securitiesa duly authorized committee or subcommittee thereof) in connection material compliance with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under all applicable Legal Requirements and recorded on the Exchange Act, such steps to be taken LTX Financials (as defined in Section 3.4(b)) in accordance with GAAP (as defined in Section 2.4(b)). As of the Interpretive Letter dated January 12Reference Date, 1999there are no outstanding or authorized stock appreciation, issued by the SEC relating phantom stock, profit participation or other similar rights or equity based awards with respect to Rule 16b-3LTX other than as set forth in Sections 3.2(b) and (c).

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire outstanding option to purchase shares of PCA Common Stock (a "PCA Stock Option" or collectively, "PCA Stock Options") issued pursuant to PCA Plans, issued to ▇▇▇▇▇▇▇ Memorial Foundation and to The University of Miami, and issued to employees of PCA not pursuant to the PCA Plans or any other stock option plan, whether vested or unvested, shall be assumed by Sierra. Each PCA Stock Option outstanding immediately before the Effective Time will shall be converted into deemed to constitute an option to acquire, on the same terms and conditions as were applicable under that Clearwire such PCA Stock Option, the same number of whole shares of Class A Sierra Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such PCA Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire Stock Option such option in full immediately before prior to the Effective Time, at a price per share equal to (rounded up to the nearest whole cent) equal to: (iy) the aggregate exercise price for the shares of Clearwire Class A PCA Common Stock otherwise purchasable under the Clearwire pursuant to such PCA Stock Option divided by by (iiz) the aggregate number of whole full shares of Class A Sierra Common Stock deemed purchasable under the Clearwire pursuant to such PCA Stock Option as adjusted, rounded up to the nearest whole centOption; provided, however, if that in the above described conversion process fails case of any option to satisfy the requirements of Section 409A which section 421 of the CodeCode applies by reason of its qualification under section 422 of the Code ("incentive stock options"), the conversions option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be effected so as determined in order to comply with Section 409A section 424(a) of the Code. (b) Before As soon as practicable after the Effective Time, Clearwire will make any amendments Sierra shall deliver to the holders of PCA Stock Options appropriate notices setting forth such holders' rights pursuant to the respective PCA Plans and 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 5.7 after giving effect to the Merger). Sierra shall comply with the terms of the Clearwire Stock Option PCA Plans and ensure, to the Clearwire extent required by, and subject to the provisions of, such Plans, that PCA Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualified as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time continue to qualify as qualified stock options after the Effective Time. (c) NewCo will Sierra shall take whatever actions all corporate action necessary to reserve for or otherwise material to the assumption issuance a sufficient number of Clearwire shares of Sierra Common Stock for delivery upon exercise of PCA Stock Options under assumed in accordance with this Section 2.75.7. As soon as practicable after the Effective Time, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Sierra shall file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor or other appropriate formforms), or a post-effective amendment to a registration statement previously filed under the Securities Act, another appropriate form with respect to the shares of Class A Sierra Common Stock subject to Clearwire Stock Options. such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (dand maintain the current status of the prospectus or prospectuses contained therein) Clearwire and NewCo for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Sierra shall take all reasonable steps as may be required administer PCA Plans assumed pursuant to cause the transactions contemplated by this Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) 5.7 in connection a manner that complies with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, Act to the extent the applicable PCA Plan complied with such steps rule prior to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3Merger.

Stock Options. (a) The terms At and as of the Effective Time of the Merger, GBB shall assume each and every outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common PBC Stock (a “Clearwire "PBC Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at ") and all obligations of PBC under the Effective Time, each Clearwire PBC Stock Option outstanding immediately before the Effective Time will Plans. Each and every PBC Stock Option so assumed by GBB under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were applicable under set forth in the PBC Stock Option Plans and in the other documents governing such PBC Stock Option immediately prior to the Effective Time of the Merger, except that: (i) such PBC Stock Option shall be exercisable for that Clearwire Stock Option, the same number of whole shares of Class A Common GBB Stock equal to the product of (A) the number of shares of PBC Stock that were purchasable under such PBC Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, rounded down to the nearest whole sharenumber of shares of GBB Stock; and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common GBB Stock otherwise purchasable under the Clearwire issuable upon exercise of such PBC Stock Option divided by shall be equal to the quotient determined by dividing (iiA) the aggregate number exercise price per share of whole shares of Class A Common PBC Stock deemed purchasable under the Clearwire at which such PBC Stock Option as adjusted, rounded up was exercisable immediately prior to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A Effective Time of the Code, Merger by (B) the conversions shall be effected so as Conversion Ratio. Prior to comply with Section 409A the Effective Time of the CodeMerger, GBB shall issue to each holder of an outstanding PBC Stock Option a document evidencing the assumption of such PBC Stock Option by GBB pursuant to this Section 7.10. (b) Before the Effective Time, Clearwire will make any amendments to GBB shall comply with the terms of the Clearwire PBC Stock Option Plans and insure, to the Clearwire extent required by, and subject to the provisions of, such Plans, that PBC Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualify as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) NewCo will take whatever actions necessary for At or otherwise material prior to the assumption Effective Time of Clearwire Stock Options under this Section 2.7the Merger, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo GBB shall take all reasonable steps as may be required corporate action necessary to cause the transactions contemplated reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken it in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3this Section 7.10.

Stock Options. (a) The terms With respect to Executive’s stock options granted to Executive by the Company, all stock options which would have vested if Executive had remained employed by the Company through the second anniversary of each outstanding compensatory the Separation Date shall immediately vest and be exercisable as of the Separation Date. b) With respect to Executive’s stock option under any agreementgranted in March of 2015 which vesting occurs in three equal installments on the second, plan or arrangement third and fourth anniversary of Clearwire the vesting commencement date of March 17, 2015 (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Applicable Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: extent (i) Executive continues to serve as the aggregate exercise price for Company’s Chief Executive Officer and President through the shares earlier of Clearwire Class A Common Stock otherwise purchasable under (x) March 17, 2016 (the Clearwire Stock Option divided by “Applicable Vesting Date”) or (y) such date as a new Chief Executive Officer and President appointed by the Company (excluding any Chief Executive Officer and President appointed on an interim basis) (the “Successor CEO”) takes office or (ii) if the aggregate Company elects for the Separation Date to occur prior to the Applicable Vesting Date without a Successor CEO, Executive makes himself available as a full time consultant to the Company for up to twenty-five (25) hours a week though the Applicable Vesting Date or such lesser number of whole shares hours per week as the Company may elect, in each case, Executive shall be deemed to have continued to provide services to the Company through the Applicable Vesting Date for purposes of Class A Common Stock deemed purchasable vesting under the Clearwire Applicable Stock Option such that all unvested Applicable Stock Options that would have vested on or prior to March 17, 2018 shall immediately vest and be exercisable as adjusted, rounded up to of the nearest whole centApplicable Vesting Date; provided, however, if that in the above described conversion process fails event of Executive serves as a consultant pursuant to satisfy clause (ii), Executive shall assist the requirements of Section 409A Company in a manner reasonably requested by the Company to facilitate Executive’s transition, including providing assistance on site at the Company’s headquarters to the extent requested, and Executive’s sole compensation shall be continued vesting of the CodeApplicable Stock Option through the Applicable Vesting Date; and provided further, that if Executive accepts and commences employment with another employer prior to the conversions shall be effected so as to comply with Section 409A earlier of the Code. (b) Before Applicable Vesting Date or the Effective Timedate upon which the Successor CEO takes office, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, vesting with respect to the shares third anniversary shall have been deemed to not have occurred. Notwithstanding the foregoing, if the Separation Date occurs following the Applicable Vesting Date, Section 3.7(a)(i)b) of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire shall be applied to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3Applicable Stock Option.

Stock Options. (ai) The terms As of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Prime/Horizon Merger Effective Time, each Clearwire outstanding Prime Stock Option outstanding immediately before the Effective Time will shall be converted into assumed by Surviving Company and shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under that Clearwire such Prime Stock Option, the same number of whole shares of Class A Surviving Company Common Stock (rounded down to the nearest whole share) Shares as the holder of the Clearwire such Prime Stock Option would have been entitled to receive under pursuant to the Prime/Horizon Merger had the such holder exercised the Clearwire such Prime Stock Option in full immediately before prior to the Prime/Horizon Merger Effective Time, Time at a price per share (rounded up equal to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire subject to such Prime Stock Option divided byby the number of full Surviving Company Common Shares deemed to be purchasable pursuant to such Prime Stock Option. (ii) As of the Prime/Horizon Merger Effective Time, each Sky Merger Stock Option outstanding under (a) the Horizon 1993 Stock Option Plan and (b) the Horizon Long Term Incentive Plan (to the extent permitted under the terms of such plan and the terms of the Horizon Options outstanding under such plan) (in each case, as assumed by Sky Merger pursuant to the Horizon/Subsidiary Merger) shall in each case automatically be canceled and all rights with respect thereto shall cease to exist (other than the Sky Merger Stock Options outstanding and held by ▇▇▇▇▇▇▇ ▇▇▇▇). As of the Prime/Horizon Merger Effective Time, each Sky Merger Stock Option outstanding under the Horizon 1997 Stock Option Plan or the Horizon Director/Stock Option Plan and each other outstanding Sky Merger Option not canceled pursuant to the immediately preceding sentence shall constitute an option to acquire, on the same terms and conditions as were applicable under such Sky Merger Stock Option, that number of Surviving Company Common Shares equal to the product of (A) 0.9193 times (B) the number of Sky Merger Common Shares subject to such Horizon Stock Option at an aggregate exercise price per share equal to the aggregate number of whole shares of Class A Common exercise price per share set forth in such Sky Merger Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole centOption; provided, however, if that the above described conversion process fails number of Surviving Company Common Shares that may be purchased upon exercise of such Sky Merger Stock Option shall not include any fractional shares and, upon the first such exercise of such Sky Merger Stock Option, a cash payment shall be made for any fractional shares calculated in accordance with and in the manner provided for calculations as to satisfy the requirements be paid in lieu of Section 409A fractional shares as part of the Code, the conversions shall be effected so as to comply with Prime/Horizon Merger Consideration under Section 409A of the Code1.17(g). (biii) Before As soon as practical after the Effective TimeClosing Date, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Prime shall file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect Act covering the shares issuable pursuant to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued stock options assumed by the SEC relating Surviving Company pursuant to Rule 16b-3the provisions of Section 5.8(b).

Stock Options. (a) The terms At or prior to the Effective Time, Parent and the Company shall take all action necessary to cause the assumption by Parent as of each outstanding compensatory option under any agreementthe Effective Time of the options, plan warrants or arrangement other rights to purchase Company Common Stock outstanding, whether vested or unvested, as of Clearwire the Effective Time (the “Clearwire Stock Option Plans”) "OUTSTANDING OPTIONS"). Each of the Outstanding Options shall be converted without any action on the part of the holder thereof into an option to purchase shares of Clearwire Class A Parent Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at of the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same . The number of whole shares of Class A Parent Common Stock that the holder of an assumed Outstanding Option shall be entitled to receive upon the exercise of such option shall be a number of shares (rounded down to the nearest whole sharenumber) as determined by multiplying the holder number of the Clearwire shares of Company Common Stock Option would have been entitled subject to receive under the Merger had the holder exercised the Clearwire Stock Option in full such option, determined immediately before the Effective Time, at a by the Conversion Ratio. The option price per of each share of Parent Common Stock subject to an assumed Outstanding Option shall be the amount (rounded up to the nearest whole cent) equal to: obtained by dividing the exercise price per share of Company Common Stock at which such option is exercisable immediately before the Effective Time by the Conversion Ratio applicable to the Company Shares. The assumption and substitution of Outstanding Options as provided herein shall not give the holders of such options additional benefits which they did not have immediately prior to the Effective Time or relieve the holders of any obligations or restrictions applicable to their options or the shares obtainable upon exercise of the options. Parent shall (i) the aggregate exercise price reserve out of its authorized but unissued shares of Common Stock sufficient shares to provide for the shares exercise of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by Outstanding Options and (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up use all commercially reasonable efforts to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed register under the Securities Act, with respect to as promptly as practicable after the Effective Time and in no event later than seven (7) days after the Effective Time, those shares of Class A Parent Common Stock subject to Clearwire Stock Options. (d) Clearwire be issued upon the exercise of the Outstanding Options for a period up to and NewCo ending on the first date by which all Outstanding Options have been fully exercised, which registration shall take all reasonable steps initially be effective under a registration statement on Form S-8 or such other form as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated permitted under the Exchange Securities Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) At and as of the Effective Time and without further action by any Party, the stock option plan of Acquiror shall terminate. The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Bancorp Stock Option Plans”Plan shall not terminate at the Effective Time but shall continue in effect and, for purposes of such Plan, this provision shall be deemed to be the making of appropriate provisions for such continuance. (b) At and as of the Effective Time, Bancorp shall grant substitute stock options pursuant to the Bancorp Stock Option Plan to each and every officer and employee of Acquiror who has at the Effective Time an outstanding option to purchase shares of Clearwire Class A Common Acquiror Stock (a “Clearwire "Acquiror Stock Option”Options"), whether or not exercisable or vested, . Each and every substitute stock option so granted by Bancorp pursuant to the Bancorp Stock Option Plan to replace an Acquiror Stock Option shall retain the "vesting" schedule reflected in each of the respective stock option agreements evidencing an Acquiror Stock Option and shall be adjusted as necessary exercisable for that number of whole shares of Bancorp Stock equal to the product of (A) the number of shares of Acquiror Stock that were purchasable under such Acquiror Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Bancorp Stock. Further, each and every substitute stock option so granted by Bancorp pursuant to the Bancorp Stock Option Plan to replace an Acquiror Stock Option shall provide that, for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Acquiror Stock at which such Acquiror Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. At the Effective Time, Bancorp shall issue to each Clearwire holder of an outstanding Acquiror Stock Option a substitute stock option providing for the terms discussed above. (c) Bancorp shall use its best effort to assure that each holder of an Acquiror Stock Option which qualified as an incentive stock option prior to the Effective Time shall receive a substitute stock option pursuant to the Bancorp Stock Option Plan which will qualify as an incentive stock option. (d) At or prior to the Effective Time, Bancorp shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Bancorp Stock for delivery upon exercise of Acquiror Stock Options. (e) The vesting schedules of each and every stock option outstanding immediately on the date hereof granted pursuant to the Bancorp Stock Option Plan shall, as a result of the transaction contemplated by this Agreement, accelerate in accordance with the provisions of such Plan. Except as provided in subsection (f), each such option granted pursuant to the Bancorp Stock Option Plan shall terminate pursuant to the provisions of such Plan on or before the Effective Time will Time. (f) Bancorp shall make appropriate amendments to the Bancorp Stock Option Plan in order for each of the persons, who currently has an outstanding stock option granted under such Plan and who does not exercise such option and who is either specified on Exhibit 2.1(b) or is an officer or employee of Bancorp or Bank, to have the right to receive, in their discretion, a substitute stock option from Bancorp. Any substitute option granted pursuant to this subsection shall be converted into an option to acquire, on a fully vested basis and shall contain the same terms and conditions as were applicable under the option for which it is substituted except that Clearwire the number of shares of Bancorp Stock Option, to which such substitute option pertains and the per share exercise price shall be adjusted in the same number manner as provided in subsection (b) in the case of whole shares of Class A Common an Acquiror Stock (rounded down to Option provided that the nearest whole share) as the holder reciprocal of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions Exchange Ratio shall be effected so as to comply with Section 409A used for purposes of the Codesuch calculations. (bg) Before Bancorp shall seek all required Consents to effect the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Bancorp Stock Option Plans and Plan contemplated by subsection (f). If, in the Clearwire Stock Options that course of attempting to obtain such Consents, any Person attempts to delay unduly in granting such Consents (any delay beyond June 30, 1998 being considered to be undue) or to impose conditions or limitations which are necessary, and will take any other actions that are necessary, to give effect applicable to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for Bancorp Stock Option Plan or otherwise material to any Party or would become applicable to Bancorp or the assumption Surviving Bank after the Bank Merger which delays, conditions or limitations are ones which Acquiror reasonably and in good faith concludes would be materially burdensome to any Party or would materially adversely affect the Bancorp Stock Option Plan, its benefits or any of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare Agreement, then, in such event, (A) Bancorp shall forthwith withdraw its request or application for such Consent and file with (B) the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares provisions of Class A Common Stock subject to Clearwire Stock Options. subsection (df) Clearwire shall not be carried into effect and NewCo such action shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire deemed to be exempt under Rule 16b-3 promulgated under full compliance with subsection (f). No person shall have any rights or claims against any Party in the Exchange Act, event of such steps to be taken withdrawals in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3preceding sentence.

Stock Options. (a) The terms of At the Effective Time, the Target Stock Option Plan and each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Target Common Stock (a “Clearwire Stock Option”)under such Plan, whether vested or not exercisable or vestedunvested, shall be adjusted as necessary assumed by Acquiror. Each such option so assumed by Acquiror under this Agreement shall continue to provide thathave, at the Effective Timeand be subject to, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under set forth in the Target Stock Option Plan and related stock option agreement immediately prior to the Effective Time, except that Clearwire Stock Option, the same (i) such option shall be exercisable for that number of whole shares of Class A Acquiror Common Stock (equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole sharenumber of shares of Acquiror Common Stock, (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Acquiror Common Stock otherwise purchasable under issuable upon exercise of such assumed option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Target Common Stock deemed purchasable under at which such option was exercisable immediately prior to the Clearwire Effective Time by the Common Stock Option as adjustedExchange Ratio, rounded up to the nearest whole cent; provided, however, if cent and (iii) all unvested options shall become vested. It is the above described conversion process fails to satisfy the requirements of Section 409A intention of the Code, parties that the conversions shall be effected options so assumed by Acquiror qualify following the Effective Time as to comply with incentive stock options as defined in Section 409A 422 of the CodeCode to the extent such options qualified as incentive stock options prior to the Effective Time. After the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plan, a document evidencing the foregoing assumption of such option by Acquiror. Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under Target Options assumed in accordance with this Section 5.2. (b) Before All outstanding rights of Target which it may hold immediately prior to the Effective Time, Clearwire will make any amendments Time to repurchase unvested shares of Target Capital Stock (the "REPURCHASE OPTIONS") shall be terminated immediately at the Effective Time and the shares purchasable pursuant to the terms of Repurchase Options shall be adjusted to reflect the Clearwire Common Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7Exchange Ratio. (c) NewCo At the Effective Time, the Target Warrants will take whatever actions necessary for or otherwise material be assumed by Acquiror pursuant to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock Target Warrant Assumption Agreement attached hereto as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.Exhibit C.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, the obligation to issue shares under each Clearwire then outstanding option to purchase USOL Common Stock (each a "USOL STOCK OPTION") granted under USOL's Stock Option outstanding immediately before the Effective Time will Plan, as amended, shall be assumed by FLCI and each such option shall be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire such USOL Stock OptionOption prior to the Effective Time, the same whole number of whole shares of Class A FLCI Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such USOL Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire Stock Option such option in full immediately before prior to the Effective Time (not taking into account whether or not such option was in fact exercisable). The exercise price of the options shall be a price per share equal to the exercise price for shares of USOL Common Stock otherwise purchasable pursuant to such USOL Stock Option; PROVIDED, HOWEVER, that the exercisability or the other vesting of the assumed options and the underlying stock shall continue to be determined by reference to stock option agreements executed pursuant to USOL's Stock Option Plan; and PROVIDED FURTHER, that references in any USOL Stock Option to USOL, the Board of Directors of USOL or any committee thereof, and any USOL Stock Option Plan, shall, commencing at the Effective Time, at unless inconsistent with the context, be to FLCI, the board of directors of FLCI or a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire committee thereof, and FLCI's 1998-1999 Combined Incentive Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire and Nonqualified Stock Option as adjustedPlan, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Coderespectively. (b) Before As soon as practicable after the Effective Time, Clearwire will make FLCI shall deliver to each holder of an outstanding USOL Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and such USOL Stock Option shall continue in effect on the same terms and conditions. FLCI shall comply with the terms of all such USOL Stock Options and ensure, to the extent required by, and subject to the provisions of, any amendments USOL Stock Plan, that USOL Stock Options which qualified for special tax treatment prior to the Effective Time continue to so qualify after the Effective Time. FLCI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of FLCI Common Stock for delivery pursuant to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by set forth in this Section 2.76.5. (c) NewCo will take whatever actions necessary for or otherwise material FLCI shall use its reasonable best efforts after the Effective Time to file and maintain the assumption effectiveness of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, Act with respect to the issuance by FLCI of shares of Class A FLCI Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as which may be required issued pursuant to cause the transactions contemplated by USOL Stock Options as provided for above in this Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-36.5.

Stock Options. (a) The terms of At the Company Merger Effective Date, each outstanding compensatory option under any agreement, plan or arrangement of Clearwire granted by NARK (the “Clearwire Stock Option Plans”a "NARK Option") to purchase shares of Clearwire Class A NARK Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, which is outstanding and unexercised immediately prior thereto shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted automatically into an option to acquire, on purchase shares of Pocahontas Bancorp Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the same terms of NARK's 1998 Stock Option and conditions as were applicable under that Clearwire Stock Option, Incentive Plan (the same "NARK Option Plan")): (1) The number of whole shares of Class A Pocahontas Bancorp Common Stock to be subject to the new option shall be equal to the product of the number of shares of NARK Common Stock subject to the original option and the Exchange Ratio, provided that any fractional share of Pocahontas Bancorp Common Stock resulting from such multiplication shall be rounded up to the nearest share; and (2) The exercise price per share of Pocahontas Bancorp Common Stock under the new option shall be equal to the exercise price per share of NARK Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole sharecent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the IRC) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. The duration and other terms of the new option shall be the same as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timeoriginal option, at a price per share (rounded up except that all references to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions NARK shall be effected so as deemed to comply with Section 409A of the Codebe references to Pocahontas Bancorp. (b) Before the Effective Time, Clearwire will make any amendments Prior to the terms Company Merger Effective Date, Pocahontas Bancorp shall reserve for issuance, the number of the Clearwire shares of Pocahontas Bancorp Common Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, necessary to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options satisfy Pocahontas Bancorp's obligations under this Section 2.72.06. Within five (5) days after the Company Merger Effective Date, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Pocahontas Bancorp shall file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed form under the Securities Act, with respect to the shares of Class A Pocahontas Bancorp Common Stock subject to Clearwire options to acquire Pocahontas Bancorp Common Stock Options. (dissued pursuant to Section 2.06(a) Clearwire hereof, and NewCo shall take all use its reasonable steps best efforts to maintain the current status of the prospectus contained therein, as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity well as comply with applicable state securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act"blue sky" laws, for so long as such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3options remain outstanding.

Stock Options. At the Effective Time, each option granted by City Bancorp under an Employee Plan (aas defined in Section 4.11(a)) The terms to purchase shares of each City Bancorp Common Stock which is outstanding compensatory and unexercised (each, a “City Bancorp Option”) shall, by virtue of the Merger and without any further action by the holder thereof, cease to represent a right to acquire shares of City Bancorp Common Stock and shall be an option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option PlansNew Option”) to purchase shares of Clearwire Class A BancorpSouth Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary Stock. City Bancorp will timely update Section 4.2(a) of the City Bancorp Disclosure Schedule to provide that, identify the City Bancorp Options that are outstanding at the Effective Time, each Clearwire Stock . Each holder of a City Bancorp Option outstanding immediately before at the Effective Time will receive a New Option in substitution thereof in an amount and at an exercise price determined as provided below: (a) The number of shares of BancorpSouth Common Stock to be converted into an option subject to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, New Option shall be equal to the same number of whole shares of Class A BancorpSouth Common Stock (rounded down to the nearest whole share) as which the holder of the Clearwire Stock City Bancorp Option would have been entitled to receive under the Merger Section 1.4(a) of this Agreement had the holder City Bancorp Option been exercised the Clearwire Stock Option in full immediately before prior to the Effective Time, at a price per share Time and had such holder received only Stock Consideration in the Merger (with fractional shares rounded up to the nearest whole cent) equal to:shares); and (ib) The exercise price per share of BancorpSouth Common Stock under the New Option shall be equal to the aggregate exercise price for the shares of Clearwire Class A City Bancorp Common Stock otherwise purchasable under the Clearwire Stock City Bancorp Option divided by (ii) by the aggregate number of whole shares of Class A BancorpSouth Common Stock deemed purchasable issuable under the Clearwire Stock New Option as adjusted, rounded up pursuant to the nearest whole centSection 1.5(a); provided, however, if the above conversion formula shall be adjusted as necessary so it is a substitution that is described conversion process fails to satisfy the requirements of in Section 409A 424(a) of the Code. Except as otherwise provided herein, the conversions New Stock Options shall be effected so subject to the same terms and conditions (including expiration date, vesting and exercise provisions) and provide the same rights as were applicable to comply with Section 409A of the Code. (b) Before corresponding City Bancorp Stock Options immediately prior to the Effective TimeTime (but taking into account any changes thereto, Clearwire will make any amendments to including the terms acceleration of vesting thereof, provided for in the Clearwire applicable stock option plan of City Bancorp (the “City Bancorp Stock Option Plans and Plan”) or in any award agreement thereunder by reason of this Agreement or the Clearwire Stock Options that are necessarytransaction contemplated hereby), and will take any other actions that are necessary, all such terms to give effect to be set forth in the adjustments contemplated acknowledgement executed by this City Bancorp Option holders as provided in Section 2.77.6(e). (c) NewCo will take whatever actions necessary At the Effective Time, BancorpSouth shall either adopt the City Bancorp Stock Option Plan for or otherwise material to the assumption purpose of Clearwire Stock issuing New Options or, in BancorpSouth’s sole discretion, issue New Options under this Section 2.7, including and subject to an appropriate stock option plan of BancorpSouth. BancorpSouth shall take all corporate action necessary to reserve for issuance a sufficient number of shares of BancorpSouth Common Stock for delivery upon exercise of the reservation, issuance and listing of NewCo Capital Stock New Options. BancorpSouth shall take such action as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC ensure that a registration statement on an appropriate formForm S-▇, ▇-▇ or a post-other applicable form is effective amendment to a registration statement previously filed under the Securities Act, with respect to cover the shares of Class A BancorpSouth Common Stock subject to Clearwire Stock Optionsthe New Options and shall thereafter use its reasonable best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such New Options remain exercisable. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (ai) The terms of On the Effective Date, each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”a "CIB Option") to purchase one or more shares of Clearwire Class A CIB Common Stock (a “Clearwire Stock Option”)issued by CIB and outstanding on the Effective Date, whether or not such option is exercisable or vested, shall be adjusted as necessary to provide that, at on the Effective TimeDate, each Clearwire Stock Option shall, by virtue of the Merger, cease to be outstanding immediately before the Effective Time will and be converted into an option to acquirepurchase the number of shares of NPB Common Stock which the optionholder would have been entitled to receive in the Merger had such option been exercised in full immediately prior to the Effective Date, at an exercise price per share of NPB Common Stock equal to the per share exercise price of the CIB Option divided by the Exchange Ratio, and having other terms and conditions identical to those of the option exchanged (including forfeiture, acceleration and expiration date provisions). The adjustment provided herein with respect to any options which are "incentive stock options", as defined in Section 422 of the IRC, shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. (ii) As soon as practicable after the Effective Date, NPB shall deliver to the holders of CIB Options appropriate notices setting forth such holders' rights pursuant to the CIB Stock Option Plans, and the agreements evidencing the grants of such CIB Options shall continue in effect on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down subject to the nearest whole shareadjustments required by this Section 1.02(f) as the holder of the Clearwire Stock Option would have been entitled after giving effect to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to and the terms of the Clearwire CIB Stock Option Plans). NPB shall comply with the terms of the CIB Stock Option Plans and the Clearwire Stock Options that shall take such reasonable steps as are necessarynecessary or required by, and will take any other actions that are necessarysubject to the provisions of, such CIB Stock Option Plans, to give effect have the CIB Options, if any, which qualified as "incentive stock options" prior to the adjustments contemplated by this Section 2.7Effective Date, continue to qualify as "incentive stock options" after the Effective Date. (ciii) NewCo will NPB shall take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is all corporate action necessary to effectuate reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of CIB Options in accordance with this Agreement. Promptly after the transactions contemplated by this Section 2.7. NewCo will prepare and Effective Date, NPB shall file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A NPB Common Stock subject to Clearwire Stock Options. such options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (dand maintain the current status of the prospectus or prospectuses contained thereon) Clearwire and NewCo shall take all reasonable steps for so long as may such options remain outstanding. With respect to those individuals who, subsequent to the Merger, will be required subject to cause the transactions contemplated by reporting requirements under Section 2.7 and any other acquisition 16(a) of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with where applicable, NPB shall administer the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.CIB

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire outstanding option to purchase shares of GNBC Common Stock (a "Stock Option") granted under GNBC's Employee Stock Option outstanding immediately before Plan, Non-employee Director Stock Option Plan and Incentive Stock Option Plan (collectively the Effective Time will "Stock Option Plans") shall be converted into deemed assumed by CBSI and deemed to constitute an option to acquire, on the same terms and conditions mutatis mutandis as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such Stock Option would have been entitled prior to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up such number of shares of CBSI Common Stock equal to the nearest whole centproduct of (x) equal tothe number of shares of GNBC Common Stock that would have been issuable upon exercise of the Stock Option, and (y) the Exchange Ratio; provided, however, that: (i) the aggregate exercise price for the number of shares of Clearwire Class A CBSI Common Stock otherwise purchasable under the Clearwire that may be purchased upon exercise of any such Stock Option divided byshall not include any fractional share and, upon exercise of the Stock Option, a cash payment shall be made for any fractional share based upon the closing sale price per share of the CBSI Common Stock on the last trading day prior to the effective date of exercise on the NYSE as reported in the Wall Street Journal; (ii) the aggregate number exercise price per share of whole shares of Class A Common Stock deemed purchasable under the Clearwire such Stock Option as adjustedshall be equal to the quotient of (w) the exercise price per share of the Stock Option, divided by (z) the Exchange Ratio (rounded up to the nearest whole centone-thousandth); provided, however, if and (iii) the above described conversion process fails to satisfy the requirements vesting of Section 409A of the Code, the conversions such Stock Option shall be effected accelerated so as to comply with Section 409A of that such Stock Option shall be exercisable in full immediately after the CodeEffective Time. (b) Before Prior to the Effective Time, Clearwire will make any amendments CBSI shall reserve for issuance the number of shares of CBSI Common Stock necessary to satisfy its obligations with respect to the terms of the Clearwire Stock Option Plans options assumed pursuant to Section 2.3(a). If and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated extent that any shares of CBSI Common Stock underlying such options are not already covered by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7an effective registration statement on Form ▇-▇, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and ▇▇▇▇ shall file with the SEC a registration statement on an appropriate form, Form S-8 (or a post-effective amendment to a registration statement previously filed its successor form under the Securities Act, with respect ) to the register such shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Securities Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The Before the Closing, the Board of -------------- Directors of the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of each all outstanding compensatory option Stock Options granted under any agreementthe Company's Amended and Restated Stock Plan, plan or arrangement of Clearwire (the “Clearwire Company's Amended and Restated 1985 Stock Option Plan, the Company's Amended and Restated Employee Stock Purchase Plan, the Company's Supplemental Employee Stock Purchase Plan, the Company's Nonstatutory Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Employee Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Consultant Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1990 Director Stock Option Plan and the SEQUUS Pharmaceuticals, Inc. Equity Incentive Plan (collectively, the "Company Stock Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”"), whether vested or not exercisable or vestedunvested, shall be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before prior to the Effective Time will shall be amended and converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire the Stock Option, the same number of whole shares of Class A Parent Common Stock (rounded down to the nearest whole share) as determined by multiplying the holder number of the Clearwire shares of Company Common Stock subject to such Stock Option would have been entitled to receive under by the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective TimeExchange Ratio, at a price per share of Parent Common Stock equal to (rounded up to the nearest whole cent) equal to: (iA) the aggregate exercise price for the shares of Clearwire Class A Company Common Stock otherwise purchasable under the Clearwire pursuant to such Stock Option divided by by (iiB) the aggregate number of whole shares of Class A Parent Common Stock deemed purchasable under the Clearwire pursuant to such Stock Option (each, as so adjusted, an "Adjusted Option"); provided that such exercise price shall be -------- rounded up to the nearest whole cent; provided, howeverfurther, if that -------- ------- notwithstanding the above described conversion process fails to satisfy foregoing, each right granted under the requirements Company's Employee Stock Purchase Plan and the Company's Supplemental Employee Stock Purchase Plan (collectively, the "Purchase Plans") shall be adjusted in accordance with the provisions of Section 409A 5.16(h); and (ii) make such other changes to the Company Stock Plans as Parent and the Company may agree are appropriate to give effect to the Merger. (b) The adjustments provided herein with respect to any Stock Options that are "incentive stock options" as defined in Section 422 of the Code, the conversions Code shall be and are intended to be effected so as to comply in a manner which is consistent with Section 409A 424(a) of the Code. (bc) Before At the Effective Time, Clearwire will make any amendments to the terms by virtue of the Clearwire Merger and without the need of any further corporate action, Parent shall assume the Company Stock Option Plans and Plans, with the Clearwire result that all obligations of the Company under the Company Stock Plans, including with respect to Stock Options that are necessaryoutstanding at the Effective Time, and will take any other actions that are necessary, to give effect to shall be obligations of Parent following the adjustments contemplated by this Section 2.7Effective Time. (cd) NewCo will take whatever actions necessary for or otherwise material to As soon as practicable (but in any event not more than three business days) after the assumption of Clearwire Stock Options under this Section 2.7Effective Time, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will Parent shall prepare and file with the SEC a registration statement on an Form S-8 (or another appropriate form, or ) registering a post-effective amendment to a registration statement previously filed under the Securities Act, with respect number of shares of Parent Common Stock equal to the number of shares of Class A Parent Common Stock subject to Clearwire the Adjusted Options. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) at least for so long as any Adjusted Options or any unsettled awards granted under the Company Stock OptionsPlans after the Effective Time, may remain outstanding. (de) Clearwire As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and NewCo the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements have been assumed by Parent and shall take all reasonable steps continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (f) Except as may be required to cause the transactions otherwise contemplated by this Section 2.7 5.06 and except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other acquisition plan, program or arrangement of NewCo equity securities the Company or dispositions any of Clearwire equity securities (including derivative securities) its Subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in connection full force and effect with this Agreement respect to such Stock Options after giving effect to the Merger and the assumption by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3Parent as set forth above.

Stock Options. Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (ai) The Active Employees and Former Employees of Automotive Group, (ii) employees of Packaging Corporation of America and (iii) employees of the folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the requirements of applicable law and generally accepted accounting principles, the number, exercise price and other terms of each such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options held by persons described in clause (ii) or (iii) above, not exercised prior to the Distribution Date shall be canceled effective as of the Distribution Date. Options held by Active Employees and Former Employees of Automotive Group (or persons who have succeeded to the rights of such persons) shall, unless exercised prior to the Distribution Date, remain outstanding compensatory option under any agreementas adjusted as provided herein after the Distribution Date, plan or arrangement subject to the requirements of Clearwire (TENNECO DISTRIBUTION AGREEMENT E-5 62 applicable law and generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of the “Clearwire Special Stock Option Plans”) to purchase shares Award of Clearwire Class A Common Stock (a “Clearwire Stock Option”)100 options per grantee, whether or not exercisable or vestedand in those jurisdictions, shall the outstanding rights will be adjusted as necessary to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on comparably. The Automotive Company options and rights shall have the same terms and conditions as were applicable under prior to the Distribution Date except that Clearwire Stock Option, the same number of whole shares options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. To the extent that the exercisability of Class A options to purchase Tenneco Common Stock (rounded down currently is subject to the nearest whole share) as the holder attainment of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timeshare price hurdles, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall those hurdles will also be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, adjusted with respect to the shares of Class A both options to purchase Packaging Common Stock subject and Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect to Clearwire Stock Optionssome or all options which are not otherwise exercisable. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. Executive shall be granted options to purchase 500,000 shares of the Company's common stock (athe "Time Vesting Options") at an exercise price equal to the fair market value of the Company's common stock as of the date of grant of such options. Provided Executive remains in continuous service with the Company as of the applicable vesting dates, twelve and one half percent (12-1/2%) of the Time Vesting Options shall vest upon the six (6) month anniversary of the Effective Date and the remaining Time Vesting Options shall vest at the rate of 1/42nd of such remaining options per month, such that one hundred percent (100%) of the Time Vesting Options shall be vested on the fourth (4th) anniversary of the Effective Date. The Time Vesting Options shall be treated as incentive stock options within the meaning of Section 422 of the Code to the maximum extent possible and shall become exercisable as they become vested, and the remaining portion of the Time Vesting Options shall become exercisable upon the date of grant of such options. The vested portion of all Stock Options which are not incentive stock options shall be transferable to family members to the maximum extent permitted by the Securities Act of 1933, as amended. Other terms and conditions of the Time Vesting Options shall be consistent with the terms of each outstanding the Company's compensatory option stock plan under any agreementwhich they are granted and as mutually agreed to by the Company and Executive. In addition to the Time Vesting Options, plan or arrangement effective as of Clearwire the Effective Date, Executive shall be granted non-statutory stock options to purchase 100,000 shares of the Company's common stock (the “Clearwire Stock Option Plans”"Performance Vesting Options") at an exercise price equal to the fair market value of the Company's common stock as of the Effective Date. Provided Executive remains in continuous service with the Company through the seventh (7th) anniversary of the Effective Date, the Performance Vesting Options shall become vested and exercisable in their entirety as of the seventh (7th) anniversary of the Effective Date; provided however, that upon the determination by the Board of Directors that Executive has met by Executive's performance during 2001 at least seventy-five percent (75%) of certain performance goals to be established jointly by Executive and the Board and/or the Compensation Committee of the Board during the first quarter of calendar year 2001, the Performance Vesting Options shall vest and become exercisable pursuant to the schedule described above with respect to the Time Vesting Options as if governed by such schedule as of their date of grant. Other terms and conditions of the Performance Vesting Options shall be consistent with the terms of the Company's compensatory stock plan under which they are granted and as mutually agreed to by the Company and Executive. The Time Vesting Options and Performance Vesting Options, together with any additional options to purchase shares of Clearwire Class A Common the Company's common stock that Executive may be granted from time to time are referred to herein collectively as the "Stock (a “Clearwire Options." The Stock Option”), whether or not exercisable or vested, Options shall be adjusted as necessary to provide that, at granted by the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder Board or authorized committee of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective TimeBoard, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions and shall be effected so granted pursuant to, and except as to comply with Section 409A of the Code. (b) Before the Effective Timeprovided herein shall be governed by, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans Company's stock option plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, customary forms of stock option agreement as amended from time to give effect to the adjustments contemplated by this Section 2.7time. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of At the Effective Time, the Target Stock Option Plans and each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”other than Vested Options) to purchase shares of Clearwire Class A Target Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at under the Effective Time, each Clearwire Target Stock Option outstanding immediately before Plans that is unexercised as of the Effective Time will shall be converted into assumed by Acquiror. Vested Options under the Target Stock Option Plans shall be treated in accordance with Section 1.6 of this Agreement. Target has delivered to Acquiror a schedule (the "Option Schedule") which sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plans including the number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to acquirehave, on and be subject to, the same terms and conditions as were set forth in the applicable under Target Stock Option Plan immediately prior to the Effective Time, except that Clearwire Stock Option, the same (i) such option shall be exercisable for that number of whole shares of Class A Acquiror Common Stock (equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by a fraction, the numerator of which is the Per Share Consideration and the denominator of which is the Closing Price and rounded down to the nearest whole sharenumber of shares of Acquiror Common Stock, and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Acquiror Common Stock otherwise purchasable under issuable upon exercise of such assumed option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Target Common Stock deemed purchasable under at which such option was exercisable immediately prior to the Clearwire Stock Option as adjustedEffective Time by a fraction, the numerator of which is the Per Share Consideration and the denominator of which is the Closing Price, rounded up to the nearest whole cent; provided, however, if . It is the above described conversion process fails to satisfy the requirements of Section 409A intention of the Code, parties that the conversions shall be effected options so assumed by Acquiror qualify following the Effective Time as to comply with incentive stock options as defined in Section 409A 422 of the Code. (b) Before Code to the extent such options qualified as incentive stock options prior to the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.Within twenty

Stock Options. (a) The terms Each holder of each one or more outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) options to purchase shares of Clearwire Class A Starseed Common Stock (a “Clearwire "Starseed Stock Option”)") under the Starseed 1998 Stock --------------------- Option/Stock Issuance Plan (the "Plan") shall have the right, whether exercisable at any ---- time prior to the Effective Time, to furnish GeoCities with a signed waiver agreement (in form and substance satisfactory to GeoCities) in which such person, as consideration for the assumption of his or not exercisable her Starseed Stock Options by GeoCities in the Merger, waives any and all rights he or vestedshe may otherwise have under the Plan or the agreements evidencing his or her Starseed Stock Options or otherwise, shall be adjusted as necessary to provide thatreceive any portion of the Cash Payment upon the subsequent exercise of the assumed options which would reflect, at or otherwise compensate such person for, the cash consideration payable per share of Starseed Common Stock to the actual holders of Starseed Common Stock in conversion of their shares of such Common Stock in the Merger. At the Effective Time, each Clearwire issued and outstanding Starseed Stock Option outstanding immediately before the Effective Time held by a person who has previously furnished GeoCities with such a waiver agreement will be converted into an option assumed by GeoCities, whether vested or unvested. Each Starseed Stock Option so assumed by GeoCities under this Agreement shall continue to acquirehave, on and be subject to, the same terms and conditions set forth in the agreement evidencing such option immediately prior to the Effective Time, as were applicable under modified by the waiver agreement furnished GeoCities hereunder, except that Clearwire (i) such Starseed Stock Option, the same Option shall be exercisable (when vested) solely and exclusively for that number of whole shares of Class A GeoCities Common Stock (equal to the product of the number of shares of Starseed Common Stock that were issuable upon the exercise of the Starseed Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole sharenumber of shares of GeoCities Common Stock, (ii) as the holder per share exercise price of the Clearwire GeoCities Common Stock issuable upon the exercise of such assumed Starseed Stock Option would have been entitled shall be equal to receive under the Merger had quotient determined by dividing the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a exercise price per share (of Starseed Common Stock in effect under the Starseed Stock Option immediately prior to the Effective Time and rounded up to the nearest whole cent, and (iii) equal to: (ithere shall be no right to receive any cash payments or other cash consideration upon the exercise of the assumed Starseed Stock Option. Any Starseed Stock Options issued and outstanding at the Effective Time and held by a person who has not furnished GeoCities with a waiver agreement under this Section 5.12(a) the aggregate exercise price for the shares of Clearwire Class A shall terminate at that time, whether vested or unvested, and shall not be assumed by GeoCities, and such person shall cease to have any rights to purchase either Starseed Common Stock otherwise purchasable or GeoCities Common Stock under the Clearwire terminated Starseed Stock Option divided by (ii) Options or the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the CodePlan. (b) Before Within 30 days after the Effective Time, Clearwire will make any amendments GeoCities shall issue to the terms each holder of the Clearwire an outstanding Starseed Stock Option Plans and a document evidencing the Clearwire foregoing assumption of such Starseed Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated Option by this Section 2.7GeoCities. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and GeoCities shall file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under Form S-8 for the Securities Act, shares of GeoCities Common Stock issuable with respect to assumed Starseed Stock Options no later than 10 business days after the shares of Class A Common Stock subject to Clearwire Stock OptionsEffective Date. (d) Clearwire Weil and NewCo ▇▇▇▇▇▇ each hereby agree to execute an agreement (the "Holdback Option Agreement") with GeoCities on or prior to the Effective Time ------------------------- under effective at the Effective Time, 25% of each of their vested Starseed Stock Options (25,000 options in the case of Weil and 12,500 options in the case of ▇▇▇▇▇▇) shall take all reasonable steps be subject to a two year vesting schedule commencing on the Closing Date (the "Holdback Options"). So long as each of Weil and ▇▇▇▇▇▇ remain ---------------- in the service of GeoCities, and subject to the terms and conditions of such agreement, the Holdback Options of each of Weil and ▇▇▇▇▇▇ shall vest in two equal annual installments measured from the Closing Date; provided, that each such Holdback Option shall immediately vest in full at any time during such two year period that the services of either Weil or ▇▇▇▇▇▇, as the case may be required to cause the transactions contemplated be, is terminated by Section 2.7 and any other acquisition GeoCities without Cause (as defined in such agreement) or by reason of NewCo equity securities such person's death or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3permanent disability.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire Prior to five (the “Clearwire Stock Option Plans”5) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at business days before the Effective Time, each Clearwire a holder of a Stock Option outstanding immediately before may by written notice to ONB elect to exchange such Stock Option for either (i) cash in an amount equal to the remainder of (A) the product of the number of shares of Permanent Common Stock subject to such Stock Option multiplied by the Exchange Ratio multiplied by the Average Price Per Share of ONB common stock minus (B) the aggregate exercise price for Permanent Common Stock otherwise purchasable pursuant to such Stock Option (such number calculated pursuant to this Section 7.04(a)(i) hereinafter referred to as the "Option Value") or (ii) such number of shares of ONB common stock equal to the quotient arrived at by dividing (A) the Option Value by (B) the Average Price Per Share of ONB common stock. (b) Following the Effective Time will Time, distribution of stock certificates representing shares of ONB common stock and any cash payment, without interest, pursuant to Section 7.04(a) hereof shall be converted into made by ONB to each former holder of a Stock Option exercising an election pursuant to Section 7.04(a) hereof as soon as practical following delivery to ONB of a properly completed and executed cancellation of Stock Option, all in form and substance reasonably satisfactory to ONB. (c) At the Effective Time, the obligations of Permanent with respect to each outstanding Stock Option which was properly granted pursuant to a stock option agreement executed in accordance with the Stock Option Plans shall be assumed by ONB as 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 Stock Option at the Effective Time, that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (ONB common stock, rounded down to the nearest whole share) , as the holder of the Clearwire such Stock Option would have been entitled to receive under pursuant to the Merger Mergers had the such holder exercised the Clearwire Stock such Option in full (after giving effect to accelerated vesting) immediately before prior to the Effective TimeTime 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 (rounded up to the nearest whole cent) equal to: (iA) the aggregate exercise price for the shares of Clearwire Class A Permanent Common Stock otherwise purchasable under the Clearwire pursuant to such Stock Option divided by by (iiB) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjustedONB common stock, rounded up to the nearest whole centshare, deemed purchasable pursuant to such Stock Option; provided, however, if that in the above described conversion process fails case of any Stock Option to which Section 422 of the Code 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 satisfy the requirements of Section 409A 4.24(a) of the Code, . In no event shall ONB be required to issue fractional shares of ONB common stock pursuant to the conversions shall be effected so as to comply with Section 409A of the CodeStock Options. (bd) Before As soon as practicable after the Effective Time, Clearwire will make any amendments ONB shall deliver to each holder of a Stock Option an appropriate notice or agreement which sets forth such holder's rights pursuant to the terms of the Clearwire Stock Option Plans Option, and the Clearwire agreements evidencing the grants of such Stock Options that are necessary, shall continue in effect on the same terms and will take any other actions that are necessary, conditions (subject to give the conversion required by this Section 7.04 after giving effect to the adjustments contemplated Mergers and the assumption by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material ONB as set forth above); provided, however, to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is extent necessary to effectuate the transactions contemplated by provisions of this Section 2.77.04, ONB may deliver new or amended Stock Option agreements which reflect the terms of each Stock Option assumed by ONB. NewCo will prepare With respect to each Stock Option, the optionee shall be solely responsible for any and all tax liability (other than the employer's one-half share of any employment taxes) which may be imposed upon the optionee as a result of the provisions of this Section 7.04 and as a result of the grant and exercise of such Stock Options. (e) At the Effective Time, ONB shall file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, form with respect to the shares of Class A Common Stock ONB common stock subject to Clearwire Stock Optionssuch options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses with respect thereto) for so long as such options remain outstanding. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire Stock Cloudscape Option then outstanding immediately before (whether or not exercisable at such time) under Cloudscape's 1996 Equity Incentive Plan, as amended (the "Option Plan"), or otherwise, shall remain outstanding following the Effective Time will and shall be converted into an option assumed by Informix in accordance with provisions described below. (i) Each Cloudscape Option so assumed by Informix under this Agreement shall continue to acquirehave, on and be subject to, the same terms and conditions set forth in the Option Plan and/or as were applicable under provided in the respective option agreement governing such Cloudscape Option immediately prior to the Effective Time, except that Clearwire Stock Option, the same (A) such Cloudscape Option shall be exercisable for that number of whole shares of Class A Informix Common Stock (equal to the product of the number of shares of Cloudscape Common Stock that were issuable upon exercise of such Cloudscape Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio, rounded down to the nearest whole sharenumber of shares of Informix Common Stock and (B) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Informix Common Stock otherwise purchasable under issuable upon exercise of such assumed Cloudscape Option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Cloudscape Common Stock deemed purchasable under at which such Cloudscape Option was exercisable immediately prior to the Clearwire Stock Option as adjustedEffective Time by the Common Exchange Ratio, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (bii) Before It is the intention of the parties that Cloudscape Options assumed by Informix qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Cloudscape Options qualified as incentive stock options immediately prior to the Effective Time. (iii) Within a reasonable time following the Effective Time, Clearwire Informix will make any amendments issue to each holder of an outstanding Cloudscape Option a document evidencing the terms foregoing assumption of such Cloudscape Option by Informix, reflecting the Clearwire number of shares of Informix Common Stock Option Plans issuable thereunder and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, per share exercise price (as adjusted pursuant to give effect to the adjustments contemplated by this Section 2.74.1(f) hereof). (civ) NewCo will take whatever actions necessary for or otherwise material Notwithstanding anything to the assumption of Clearwire Stock Options under contrary in this Section 2.74.1, including the reservation, issuance and listing in lieu of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken assuming outstanding Cloudscape Options in accordance with this Section 4.1(f), Informix may, at its election, cause such outstanding Cloudscape Options to be replaced by issuing substantially equivalent replacement stock options in substitution therefor (after taking into account the Interpretive Letter dated January 12provisions under the existing Cloudscape Options), 1999, issued by which replacement options shall be no less favorable to the SEC relating to Rule 16b-3holders of such Cloudscape Options.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire WFB Stock Option which is outstanding and unexercised immediately before prior to the Effective Time will Time, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of WFB Common Stock and shall be converted automatically into an option to acquirepurchase shares of HNC Common Stock, on the same terms and conditions as were applicable under that Clearwire HNC shall assume each WFB Stock Option, in accordance with the same terms of the applicable WFB Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) HNC and a disinterested committee of the HNC board of directors shall be substituted for WFB and the committee of the WFB board of directors (including, if applicable, the entire WFB board of directors) administering such WFB Stock Plan, (ii) each WFB Stock Option assumed by HNC may be exercised solely for shares of HNC Common Stock, (iii) the number of whole shares of Class A HNC Common Stock (subject to such WFB Stock Option shall be equal to the number of shares of WFB Common Stock subject to such WFB Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of HNC Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iv) as the holder of the Clearwire per share exercise price under each such WFB Stock Option would have been entitled to receive shall be adjusted by dividing the per share exercise price under the Merger had the holder exercised the Clearwire each such WFB Stock Option in full immediately before by the Effective TimeExchange Ratio, at a provided that such exercise price per share (shall be rounded up to the nearest whole cent. Notwithstanding clauses (iii) equal to: and (iiv) of the aggregate exercise price preceding sentence, each WFB Stock Option which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the IRC, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the IRC. HNC and WFB agree to take all necessary steps to effect the foregoing provisions of this Section 2.05(a), including in the case of HNC taking all corporate action necessary to reserve for the issuance a sufficient number of shares of Clearwire Class A HNC Common Stock otherwise purchasable under for delivery upon exercise of the Clearwire Stock Option divided by (ii) the aggregate number of whole options to issue shares of Class A HNC Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codeissued in accordance herewith. (b) Before As soon as practicable after the Effective TimeDate, Clearwire will make any amendments HNC shall use its reasonable efforts to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Actforms), with respect to the shares of Class A HNC Common Stock subject to Clearwire the options referred to in paragraph (a) of this Section 2.05 and shall use its reasonable efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding in the case of a Form S-8 or, in the case of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (c) As soon as practicable after the Effective Date, HNC shall deliver to the holders of WFB Stock OptionsOptions at the Effective Time appropriate notices setting forth the effect of the adjustments described in Section 2.05(a) and advising of the registration of the shares of HNC Common Stock issuable upon exercise thereof after consummation of the Merger. (d) Clearwire and NewCo With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, HNC shall take all reasonable steps as may be required to cause administer the transactions contemplated WFB Stock Plans in a manner consistent with the exemptions provided by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option stock options granted by Demerged Company 2 under any agreement, plan or arrangement of Clearwire (the “Clearwire Existing Stock Option Plans”Schemes - Sequent to the employees who shall be transferred as part of the Demerged Undertaking 2, which have not been exercised (irrespective of whether the same are vested or not) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vestedand are outstanding, shall be adjusted as necessary accelerated such that the stock options are vested upto 7 (seven) Business Days prior to provide that, at the Effective Time, each Clearwire Stock Option outstanding immediately before Date or such other date as may be determined by the relevant committee of the Board of Demerged Company 2 and may be exercised from the vesting date upto 3 (three) Business Days after the Effective Time will be converted into an option to acquireDate, failing which, such options as remain unexercised on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions date shall be effected so as to comply with Section 409A of the Codelapse. (b) Before The stock options granted by Demerged Company 2 under the Effective Time, Clearwire will make any amendments Existing Stock Option Schemes - Sequent to the terms employees who form part of the Clearwire Retained Business of Demerged Company 2 and who shall not be transferred to Resulting Company, which have not been exercised (irrespective of whether the same are vested or not) and are outstanding, shall continue on the existing terms and conditions, except for such modifications/adjustments as may be deemed appropriate (including by issue of new/ additional options and/ or adjustment to the exercise price) by the Nomination & Remuneration Committee of Demerged Company 2 through the Sequent ESOP Trust and payment of appropriate compensation as determined by the Nomination & Remuneration Committee of Demerged Company 2 through the Sequent ESOP Trust in order to provide for reduction in intrinsic value of the Demerged Company 2 pursuant to the demerger of the Demerged Undertaking 2, in accordance with the provisions of the Existing Stock Option Plans Schemes – Sequent and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7applicable Law. (c) NewCo will take whatever actions necessary for or otherwise material The relevant committee of the Board of Demerged Company 2 shall make appropriate amendments to the assumption of Clearwire Existing Stock Options under this Section 2.7, including Option Schemes – Sequent to provide for the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. modifications/adjustments (d) Clearwire and NewCo shall take all reasonable steps as may be deemed appropriate by such committee including by issue of new/ additional options and/ or adjustment to the exercise price) by the Sequent ESOP Trust and payment of appropriate compensation to the employees who shall be part of the Retained Business of Demerged Company 2, as may be determined by the Sequent ESOP Trust (based on the recommendation of such committee of the Board of Demerged Company 2) in order to provide for reduction in intrinsic value of the Demerged Company 2 pursuant to the demerger of the Demerged Undertaking 2. The modifications/adjustments, if any, to the Existing Stock Option Schemes - Sequent required to cause effect the transactions contemplated treatment set out above shall be effected as an integral part of the Scheme and the approval granted to the Scheme by the shareholders shall also be deemed to be their approval for such modification or adjustments to the stock options pursuant to the Existing Stock Option Scheme - Sequent required under Applicable Law, including under Section 2.7 62 of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014. No further approval of the shareholders of Demerged Company 2 or any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) Person would be required in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3connection.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire outstanding option to purchase shares of Claremont Common Stock (a "Claremont Stock Option") under the Claremont Option outstanding immediately before the Effective Time will Plans shall be converted into assumed by CBSI and shall thereafter constitute an option to acquire, on the same terms and conditions as were applicable under that Clearwire the Claremont 16 21 Stock Option, Option the same number of whole shares of Class A CBSI Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire such Claremont Stock Option would have been entitled to receive under pursuant to the Merger had the such holder exercised the Clearwire Stock Option such option in full immediately before prior to the Effective TimeTime (rounded down to the nearest whole number), at a price per share equal to (rounded up to the nearest whole cent) equal to: (iy) the aggregate exercise price for the shares of Clearwire Class A Claremont Common Stock otherwise purchasable under the Clearwire pursuant to such Claremont Stock Option divided by by (iiz) the aggregate number of whole full shares of Class A CBSI Common Stock deemed purchasable under the Clearwire pursuant to such CBSI Stock Option as adjusted, rounded up to in accordance with the nearest whole centforegoing; provided, however, if that, in the above described conversion process fails case of any Claremont Stock Option to satisfy the requirements of which Section 409A 422 of the CodeCode applies ("incentive stock options"), the conversions option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be effected so as determined in order to comply with Section 409A 424(a) of the Code. (b) Before As soon as practicable after the Effective Time, Clearwire will make any amendments CBSI shall deliver to the participants in the Claremont Option Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Claremont Option Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.13 after giving effect to the Merger). CBSI shall comply with the terms of the Clearwire Stock Claremont Option Plans and ensure, to the Clearwire extent required by, and subject to the provisions of, such Claremont Option Plans, that Claremont Stock Options that are necessary, and will take any other actions that are necessary, to give effect which qualified as incentive stock options prior to the adjustments contemplated by this Section 2.7Effective Time continue to qualify as incentive stock options after the Effective Time. (c) NewCo will CBSI shall take whatever actions all corporate action necessary to reserve for or otherwise material to the assumption issuance a sufficient number of Clearwire shares of CBSI Common Stock for delivery under Claremont Stock Options under assumed in accordance with this Section 2.76.13. As soon as practicable after the Effective Time, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and CBSI shall file with the SEC a registration statement or registration statements on an Form S-8 (or any successor or other appropriate formforms), or a post-effective amendment to a registration statement previously filed under the Securities Act, another appropriate form with respect to the shares of Class A CBSI Common Stock subject to Clearwire such options and shall use its best 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. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, CBSI shall administer Claremont Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required Options assumed pursuant to cause the transactions contemplated by this Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) 6.13 in connection a manner that complies with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps Act to be taken in accordance the extent the Claremont Option Plans complied with the Interpretive Letter dated January 12, 1999, issued by such rule prior to the SEC relating to Rule 16b-3Merger.

Stock Options. (a) The terms of each outstanding compensatory option under any agreementAt the Effective Time, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) all options to purchase shares of Clearwire Class A ------------- Fractal Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, then outstanding shall be adjusted as necessary to provide that, at assumed by MetaTools in accordance with provisions described below: (i) At the Effective Time, each Clearwire outstanding option to purchase shares of Fractal Common Stock (each, a "Fractal Option") granted under -------------- Fractal's 1993 Stock Option outstanding immediately before Plan, 1995 Stock Option Plan, 1995 Directors' Stock Option Plan and 1992 Assumed ▇▇▇ ▇▇▇▇▇, Inc. Stock Option Plan (collectively the Effective Time will "Fractal Stock Option Plans"), whether vested or unvested, shall be, in -------------------------- connection with the Merger, assumed by MetaTools. Each Fractal Option so assumed by MetaTools shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were set forth in the applicable under Fractal Stock Option Plan and option agreement governing such Fractal Option immediately prior to the Effective Time, except that Clearwire Stock Option, the same (A) such Fractal Option shall be exercisable (or will become exercisable in accordance with it terms) for that number of whole shares of Class A MetaTools Common Stock (equal to the product of the number of shares of Fractal Common Stock that were issuable upon exercise of such Fractal Option immediately prior to the Effective Time multiplied by 0.749, rounded down to the nearest whole sharenumber of shares of MetaTools Common Stock, and (B) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A MetaTools Common Stock otherwise purchasable under issuable upon exercise of such assumed Fractal Option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Fractal Common Stock deemed purchasable under at which such Fractal Option was exercisable immediately prior to the Clearwire Stock Option as adjustedEffective Time by 0.749, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (bii) Before Promptly following the Effective Time, Clearwire MetaTools will make any amendments issue to each holder of an outstanding Fractal Option a document evidencing the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the foregoing assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated such Fractal Option by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock OptionsMetaTools. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire outstanding option to purchase shares of FirstBancorporation Stock (in each case, an "ASSUMABLE OPTION") granted under (i) the 1986 Amended and Restated Non-Qualified Stock Option outstanding immediately before Plan of FirstBancorporation, Inc., and (ii) the 1996 Stock Option Plan of FirstBancorporation, Inc. (collectively, the "STOCK OPTION PLANS"), which have not been exercised prior to the Effective Time will Time, shall be converted into an option (a "REPLACEMENT OPTION") to acquire, on the same terms and conditions as were applicable under that Clearwire Stock such Assumable Option, the same number of whole shares of Class A Common FNC Stock equal to (A) the number of shares of FirstBancorporation Stock subject to the Assumable Option, multiplied by (B) the Exchange Ratio (such product rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Timenumber), at a an exercise price per share (rounded up to the nearest whole cent) equal to: to (iy) the aggregate exercise price for the shares of Clearwire Class A Common FirstBancorporation Stock otherwise which were purchasable pursuant to such Assumable Option divided by (z) the number of full shares of FNC Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each Assumable Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Effective Time, FirstBancorporation shall use its reasonable best efforts to take all action necessary, including obtaining any necessary consents from optionees, to permit the replacement of the outstanding Assumable Options by FNC pursuant to this SECTION 3.6 and to permit FNC to assume the Stock Option Plans. FirstBancorporation shall further take all action necessary to amend the Stock Option Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, FNC shall assume the Stock Option Plans provided that such assumption shall be only in respect of the Replacement Options and that FNC shall have no obligation with respect to any awards under the Clearwire Stock Option divided by (ii) Plans other than the aggregate Replacement Options and shall have no obligation to make any additional grants or awards under the Stock Option Plans. Prior to and at all times after the Effective Time, FNC shall reserve for issuance such number of whole shares of Class A Common FNC Stock deemed purchasable under as necessary so as to permit the Clearwire Stock Option as adjusted, rounded up exercise of Replacement Options granted in the manner contemplated by this Agreement. FNC shall file a registration statement on Form S-8 (or an amendment to the nearest whole centRegistration Statement to the same effect) as soon as reasonably practicable after the Effective Time so as to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time and FNC shall continue to make such filings thereafter as may be necessary to permit the continued exercise of options and sale of such shares; provided, however, if that the above parties acknowledge and agree that "affiliates" (as described conversion process fails to satisfy the requirements in SECTION 7.1(d)) of Section 409A FirstBancorporation as of the Code, the conversions Effective Time and affiliates of FNC shall be effected so as required to comply with Section 409A the provisions of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans Rule 144 and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed Rule 145 under the Securities ActAct of 1933, as amended (or any successor rules) with respect to the sale of shares of Class A Common FNC Stock subject to Clearwire Stock acquired upon the exercise of Replacement Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (At the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the SM Effective Time, each Clearwire outstanding option to purchase Spice Common Stock Option and any stock appreciation rights related thereto that has been granted pursuant to a Spice Stock Plan ("Spice Stock Option") and, at the RM Effective Time, each outstanding immediately before the Effective Time will option to purchase MXP Common Stock and any stock appreciation rights related thereto that has been granted pursuant to a MXP Stock Plan ("MXP Stock Option"), whether vested or unvested, shall be converted into assumed by RM Surviving Corporation. Each such option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under that Clearwire such Spice Stock Option or MXP Stock Option, the same a number of whole shares of Class A New Common Stock (rounded down equal to the nearest whole share) as the holder number of the Clearwire shares of Spice Common Stock or MXP Common Stock, purchasable pursuant to such Spice Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire or MXP Stock Option in full immediately before multiplied by the Effective TimeSpice Conversion Number or MXP Conversion Number, as applicable, at a price per share (rounded up equal to the nearest whole cent) equal to: (i) the aggregate per-share exercise price for the shares of Clearwire Class A Spice Common Stock otherwise purchasable under the Clearwire pursuant to such Spice Stock Option divided by (ii) by the aggregate number of whole Spice Conversion Number or the per-share exercise price for the shares of Class A MXP Common Stock deemed purchasable under the Clearwire pursuant to such MXP Stock Option divided by the MXP Conversion Number, as adjusted, rounded up to the nearest whole centapplicable; provided, however, if that in the above described conversion process fails case of any option to satisfy which Section 421 of the requirements Code applies by reason of Section 409A its qualification under any of Sections 422-424 of the Code, the conversions option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be effected so as determined in order to comply with Section 409A 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. (b) Before Reincorporation Sub shall take all corporate action necessary to reserve for issuance a sufficient number of shares of New Common Stock for delivery upon exercise of the Spice Stock Options and MXP Stock Options assumed in accordance with this Section 5.10. As soon as practicable after the SM Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Reincorporation Sub shall file with the SEC a registration statement on an Form S-8 (or any successor form) or another appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, form with respect to the shares of Class A New Common Stock subject to Clearwire the Spice Stock Options and MXP Stock Options and shall use its reasonable best 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 Spice Stock Options and MXP Stock Options, as applicable, remain outstanding. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) The terms of At the Effective Time, the Target Stock Option Plans and each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Target Common Stock (a “Clearwire under the Target Stock Option”)Option Plans, whether vested or not exercisable or vestedunvested, shall be adjusted assumed by Acquiror. Target has delivered to Acquiror a schedule which is attached hereto as necessary to provide that, at Schedule 5.16 (the Effective Time, each Clearwire "Option Schedule") which sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option outstanding immediately before Plans including the Effective Time will number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be converted into an option to acquiresubject to, on the same terms and conditions as were applicable under set forth in the Target Stock Option Plans immediately prior to the Effective Time, except that Clearwire Stock Option, the same (i) such option shall be exercisable for that number of whole shares of Class A Acquiror Common Stock (equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole sharenumber of shares of Acquiror Common Stock, and (ii) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Acquiror Common Stock otherwise purchasable under issuable upon exercise of such assumed option shall be equal to the Clearwire Stock Option divided by (ii) quotient determined by dividing the aggregate number exercise price per share of whole shares of Class A Target Common Stock deemed purchasable under at which such option was exercisable immediately prior to the Clearwire Stock Option as adjustedEffective Time by the Common Exchange Ratio, rounded up to the nearest whole cent; provided, however, if . It is the above described conversion process fails to satisfy the requirements of Section 409A intention of the Code, parties that the conversions shall be effected options so assumed by Acquiror qualify following the Effective Time as to comply with incentive stock options as defined in Section 409A 422 of the CodeCode to the extent such options qualified as incentive stock options prior to the Effective Time. Within five (5) business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plans a document in form and substance satisfactory to Target evidencing the foregoing assumption of such option by Acquiror. (b) Before the Effective Time, Clearwire will make any amendments to Acquiror shall comply with the terms of the Clearwire Target Stock Option Plans and ensure, to the Clearwire extent required by, and subject to the provisions of, such Target Stock Option Plans, that Target Stock Options that are necessary, and will take any other actions that are necessary, which qualified as incentive stock options prior the Effective Time continue to give effect to quality as incentive stock options after the adjustments contemplated by this Section 2.7Effective Time. (c) NewCo will Acquiror shall take whatever actions all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under Target Stock Options assumed in accordance with this Section 5.16. At or otherwise material prior to the assumption of Clearwire Stock Options under this Section 2.7Effective Time, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Acquiror shall file with the SEC a registration statement on an Form S-8 (or any successor or other appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, forms) with respect to the shares of Class A Acquiror Common Stock subject to Clearwire Stock Optionssuch options and shall use its best 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) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. (a) Effective as of immediately prior to the Distribution, on the Distribution Date, each Comcast Option that is or was previously subject only to time-vesting conditions that is outstanding and unexercised as of immediately prior to the Distribution (whether vested or unvested and whether held by a SpinCo Participant or a Comcast Participant) shall become an “Adjusted Comcast Option.” The terms number of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Comcast Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, subject to such Adjusted Comcast Option shall be adjusted as necessary to provide that, at determined by multiplying (i) the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time will be converted into an option to acquire, on the same terms and conditions as were applicable under that Clearwire Stock Option, the same number of whole shares of Comcast Class A Common Stock subject to such Comcast Option as of immediately prior to the Distribution by (ii) the Comcast Concentration Ratio, rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a . The exercise price per share applicable to such Adjusted Comcast Option shall be determined by dividing (rounded up 1) the exercise price per share applicable to the nearest whole cent) equal to: corresponding Comcast Option as of immediately prior to the Distribution by (i2) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjustedComcast Concentration Ratio, rounded up to the nearest whole cent. Each such Adjusted Comcast Option shall otherwise remain subject to the same terms and conditions (including vesting, exercise schedules, forfeiture and post-termination vesting and exercise periods) as applicable to the corresponding Comcast Option as of immediately prior to the Distribution; provided, howeverfor the avoidance of doubt, if that service provided to the above described conversion process fails SpinCo Group by a SpinCo Participant following the Distribution Date shall count for purposes of satisfying the service-based vesting conditions with respect to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Codesuch Adjusted Comcast Option. (b) Before From and after the Effective TimeDistribution, Clearwire will make the SpinCo Group shall cooperate with Comcast in order to effectuate the provisions of ‎Section 8.02(a), including by providing Comcast with timely information as to (i) the date on which any amendments SpinCo Participant’s employment or service with the SpinCo Group terminates, (ii) the circumstances under which any SpinCo Participant’s employment or service with the SpinCo Group terminates (i.e., whether such termination was for “cause,” with “good reason,” or due to death or “disability” (as each such term is defined in the applicable award agreement)) and (iii) any action or inaction by a SpinCo Participant following such termination or employment or service pursuant to which Comcast would, pursuant to the terms of the Clearwire Stock Option Plans and applicable award agreement, be entitled to cause the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7forfeiture of a Comcast Option. (c) NewCo will take whatever actions necessary for or otherwise material Notwithstanding anything to the assumption contrary in this ‎Section 8.02, the exercise price, the number of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Comcast Class A Common Stock subject and the terms and conditions of exercise applicable to Clearwire Stock Options. (d) Clearwire and NewCo any Adjusted Comcast Option, as the case may be, shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) determined in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance manner consistent with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.requirements of Section 409A.

Stock Options. (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at At the Effective Time, each Clearwire issued and outstanding option to purchase Foglight Common Stock ("Foglight Stock Option") under (i) the Foglight 1998 Stock Option outstanding immediately before Plan (the Effective Time "Foglight Option Plan") and (ii) the Option Agreement dated January 13, 1999, reflecting the right to purchase up to 5,289 shares of Foglight Common Stock, will be converted into an option assumed by Quest, whether vested or unvested. Each Foglight Stock Option so assumed by Quest shall continue to acquirehave, on and be subject to, the same terms and conditions as were applicable under set forth in the agreement evidencing such option immediately prior to the Effective Time, except that Clearwire (i) such Foglight Stock Option, the same Option shall be exercisable (when vested) solely and exclusively for that number of whole shares of Class A Quest Common Stock (equal to the product of the number of shares of Foglight Common Stock that were issuable upon the exercise of the Foglight Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio and rounded down to the nearest whole share) as the holder number of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Quest Common Stock otherwise purchasable under the Clearwire Stock Option divided by Stock, (ii) the aggregate number per share exercise price payable upon the exercise of whole shares such assumed Foglight Stock Option shall be equal to the quotient determined by dividing the exercise price per share of Class A Foglight Common Stock deemed purchasable in effect under the Clearwire Foglight Stock Option as adjustedimmediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent; provided, howeverand (iii) there shall be no right to receive any cash payments or other cash consideration upon the exercise of the assumed Foglight Stock Option. Unless otherwise agreed to in writing by Quest, if there shall be no acceleration of the above described conversion process fails vesting of any Foglight Stock Option that is assumed in connection with this Section 5.12. Quest shall make such assumption in such manner that (i) Quest is a corporation "assuming a stock option in a transaction to satisfy which Section 424(a) applies" within the requirements meaning of Section 409A 424 of the CodeCode or (ii) to the extent that Section 424 of the Code does not apply to such Foglight Stock Option, Quest would be such a corporation were Section 424 of the conversions Code applicable to such Foglight Stock Option; and, after the Effective Time, all references to Foglight in any Foglight Option Plan and the applicable stock option agreements shall be effected so deemed to refer to Quest as to comply with Section 409A issuer and Quest as the employer of the Codeholders of Foglight Stock Options, as applicable. (b) Before Within 30 days after the Effective Time, Clearwire will make any amendments Quest shall issue to the terms each holder of the Clearwire an outstanding Foglight Stock Option Plans and a document evidencing the Clearwire foregoing assumption of such Foglight Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated Option by this Section 2.7Quest. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and Quest shall file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under Form S-8 for the Securities Act, shares of Quest Common Stock issuable with respect to assumed Foglight Stock Options no later than 30 days after the shares of Class A Common Stock subject to Clearwire Stock OptionsEffective Date. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. Certain incentive stock options (a"ISO's") The terms to purchase ------------- shares of each outstanding compensatory option under any agreementCommercial Federal Corporation common stock were previously awarded to Laphen and are either presently exercisable by Laphen or were scheduled to become exercisable by Laphen on certain dates should Laphen have remained in CFC's employment through such dates, plan or arrangement and such ISO's were further to remain exercisable by Laphen for a limited period of Clearwire time following Laphen's separation from CFC's employment. In addition, certain non-incentive stock options (the “Clearwire Stock Option Plans”"NISO's") to purchase shares of Clearwire Class A Common Stock Commercial Federal Corporation common stock were previously awarded to Laphen and are either presently exercisable by Laphen or were scheduled to become exercisable by Laphen on certain dates should Laphen have remained in CFC's employment through such dates, and such NISO's were further to remain exercisable by Laphen for a limited period of time following Laphen's separation from CFC's employment. For purposes (a “Clearwire Stock Option”and only for purposes) of determining whether such ISO's and NISO's shall hereafter be or become exercisable by Laphen: (1) Subject to the remainder of this subparagraph (E), whether any such ISO's and NISO's that are presently exercisable by Laphen in accordance with their terms shall remain exercisable by Laphen in accordance with their terms at any time either before or not during the BENEFIT CONTINUATION PERIOD; (2) Any stock option(s) that would have first become exercisable or vestedby Laphen hereafter, including during the BENEFIT CONTINUATION PERIOD if Laphen had remained employed by CFC during the BENEFIT CONTINUATION PERIOD, shall be adjusted as necessary exercisable by Laphen hereafter or during the BENEFIT CONTINUATION PERIOD, but not earlier than the date(s) on which such option(s) would have first become exercisable by Laphen hereafter or during the BENEFIT CONTINUATION PERIOD if Laphen had remained employed by CFC during the BENEFIT CONTINUATION PERIOD; (3) Laphen and CFC acknowledge that in order to provide thatextend the time during which Laphen may exercise such stock options, at the Effective Time, each Clearwire Stock Option outstanding immediately before the Effective Time certain amendments to plan(s) and documents will be converted into an option to acquire, on the same terms required. Laphen and conditions as were applicable CFC further acknowledge that under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time, at a price per share (rounded up to the nearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Code, the conversions shall be effected so as to comply with Section 409A of the Code. (b) Before the Effective Time, Clearwire will make any amendments to the terms of the Clearwire Stock Option Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the adjustments contemplated by this Section 2.7. (c) NewCo will take whatever actions necessary for or otherwise material to the assumption of Clearwire Stock Options under this Section 2.7, including the reservation, issuance and listing of NewCo Capital Stock as is necessary to effectuate the transactions contemplated by this Section 2.7. NewCo will prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the transactions contemplated by Section 2.7 and any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with federal tax laws and regulations, because such amendments constitute a modification of the Interpretive Letter dated January 12ISO's, 1999such amendments may cause the ISO's to no longer qualify as ISO's but may cause or require them to be treated as NISO's. Further, issued and in any event, under and in accordance with federal tax laws and regulations, any ISO's not exercised by Laphen within three months after the SEC relating RETIREMENT DATE will thereafter be treated as NISO's; (4) Laphen shall have or acquire no right, title or interest in or to Rule 16b-3any of the stock options that were scheduled to vest in or be first exercisable by Laphen on date(s) which are after the end of the BENEFIT CONTINUATION PERIOD. It is understood and agreed that any right, title and interest Laphen may have had in regard to such options is canceled as a result of Laphen's separation and retirement from the employment of CFC. Any rights which are not exercised before the end of the BENEFIT CONTINUATION PERIOD shall be deemed forfeited.