Common use of Stock Options Clause in Contracts

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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. Immediately prior to At the Effective Time, each outstanding unexpired and unexercised option to purchase shares or acquire a share of CAC Company Common Stock under the Company Equity Plans (each, a “CAC Company Stock Option”) willshall vest and become fully exercisable, at whether or not then vested or subject to any performance condition that has not been satisfied. At the Effective Time, cease to represent an option to purchase CAC Common each Company Stock and will Option shall be converted automatically into an option to purchase a the number of shares of CEC Parent Common Stock (each, a “Converted Stock Option”) equal to the product of (x) the Stock Option Conversion Fraction (as defined in this Section 2.4(a)) multiplied by (y) the number of shares of Company Common Stock which could have been obtained prior to the Effective Time upon the exercise of each such Company Stock Option (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price for each such share of such CAC Company Common Stock subject to a Company Stock Option divided by (y) the Exchange RatioStock Option Conversion Fraction, and all references to the Company in each unvested CAC such option shall be deemed to refer to Parent, where appropriate. The other terms of such Company Stock Options shall continue to apply in accordance with their terms, including pursuant to such preexisting terms and conditions, provided, however, that Parent shall treat each Company Stock Option granted as fully vested and exercisable. Each Company Stock Option converted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan terms of this Section 2.4(a) shall be amended referred to provide as a “Parent Exchange Option.” In connection with the issuance of Parent Exchange Options, Parent shall reserve for issuance the number of shares of Parent Common Stock that it shall will become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (subject to Parent Exchange Options pursuant to this Section 2.4(a). As promptly 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 reasonably practicable after the Effective Time, Parent shall issue to each holder of an outstanding Parent Exchange Option a document evidencing the CAC Board foregoing assumption by Parent. Parent shall adopt file a registration statement on Form S-8 (or any successor or other appropriate resolutions form that Parent is eligible to use) under the Securities Act on the Closing Date with respect to the shares of Parent Common Stock subject to Parent Exchange Options and take all other actions necessary shall use its commercially reasonable efforts to cause each CAC such registration statement to remain effective until the exercise or expiration of the Parent Exchange Options. For purposes of this Section 2.4(a), the “Stock Option Conversion Fraction” shall mean the Exchange Ratio subject to be converted, assumed and amended, as applicable, adjustment in accordance with Section 2.1(d). The number of shares subject to any Parent Exchange Option and the foregoing. Following exercise price per share of such Parent Exchange Option shall be determined in a manner which would not result in the Effective Time, except for the amendment conversion of Company Stock Options into Parent Exchange Options being treated as a new grant of stock options under Section 409A of the unvested CAC Stock Options granted pursuant Code, and the Company and Parent shall agree upon any adjustments to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue this Section 2.4(a) necessary to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 avoid such new grant 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 Timestock options.

Stock Options. Immediately prior to (i) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Company Shares (a "Company Option") under the Company Stock (eachPlans, a “CAC Stock Option”) willwhether vested or unvested, at the Effective Time, cease shall be deemed to represent constitute an option to purchase CAC Common Stock acquire, on the same terms and will be converted automatically into an option conditions as were applicable under such Company Option (except to purchase the extent such terms and conditions are altered in accordance with their terms as a result of the consummation of the transactions contemplated by this Agreement), the same number of shares of CEC SBC Common Stock (each, a “Converted Stock Option”) equal as the holder of such Company Option would have been entitled to receive pursuant to the product Merger had such holder exercised such Company Option in full immediately prior to the Effective Time (rounded down to the nearest whole sharenumber) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratioa "Substitute Option"), at an exercise price per share (rounded up to the nearest whole centcent)(the "Substitute Option Price") equal to (xy) the aggregate exercise price of for the Company Shares otherwise purchasable pursuant to such CAC Stock Company Option divided by (yz) the Exchange Ratio, and each unvested CAC number of full shares of SBC Common Stock Option granted deemed purchasable pursuant to such Company Option in accordance with the Caesars Acquisition foregoing. For each Substitute Option substituted for a Company 2014 Performance Incentive Plan shall be amended Option that included a right under certain circumstances 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 receive dividend equivalents in the Caesars Acquisition form of stock units ("Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinStock Units"), in either case within six (6) months following all Company Stock Units credited to the account of the holder of such Substitute Option at the Effective Time shall, as of the Effective Time, be deemed to constitute a number of stock units, each of which shall represent one share of SBC Common Stock ("SBC Stock Units"), equal to the number of shares of SBC Common Stock the holder of such Substitute Option would have been entitled to receive pursuant to this Agreement had such Company Stock Units been distributed to such holder in full immediately prior to the Effective Time and thereafter SBC Stock Units shall continue to be credited to the account of the holder of such Substitute Option to the same extent and on the same terms and conditions as they would have under the Company Option for which the Substitute Option was substituted (except that the record dates and dividend amounts shall be the record dates and dividend amounts for SBC Common Stock), and all such SBC Stock Units shall be distributed at the same times and in the same manner as the Company Stock Units would have been distributed had the Substitute Option not been substituted for the Company Option (except that the option price used to determine if the SBC Stock Units can be distributed shall be the Substitute Option Price). Prior At or prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions make all necessary arrangements with respect to the Company Stock Plans to permit the assumption of the unexercised Company Options by SBC pursuant to this Section and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following soon as practicable after the Effective Time, except for Time SBC shall use its best efforts to register under the amendment Securities Act on Form S-8 or other appropriate form (and use its best efforts to maintain the effectiveness thereof) shares of the unvested CAC SBC Common Stock Options granted issuable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timeall Substitute Options.

Stock Options. Immediately At the Effective Time, each option outstanding (and which by its terms does not lapse on or before the Effective Time) to purchase Company Common Stock (a "COMPANY STOCK OPTION") granted under the Company's 1993 Employee Stock Option Plan, as amended (the "COMPANY EMPLOYEE OPTION PLAN"), or the Company's 1993 Outside Director Stock Option Plan (the "COMPANY DIRECTOR PLAN" and, together with the Company Employee Option Plan, the "COMPANY OPTION PLANS"), whether or not then vested or exercisable, shall be replaced by a comparable option to purchase Parent Common Stock (a "PARENT STOCK OPTION"), after giving effect to the requirements of the Company Option Plans (including without limitation any provisions with respect to a change of control of the Company) pursuant to which it was granted and any stock option agreement by which it is evidenced. Notwithstanding the foregoing, in the event that, as of the Effective Time, Parent shall not have reserved a sufficient number of shares for issuance upon exercise of each of the Parent Stock Options contemplated by this Section 2.5, then, to the extent of such deficiency and on a pro rata basis, each holder of a Company Stock Option (whether or not then vested or exercisable) shall be entitled to receive, immediately prior to the Effective Time, each outstanding and unexercised option cash in an amount equal to purchase shares the difference between (A) the Base Consideration Value minus (B) the per-share exercise price of CAC Common Stock (each, a “CAC the applicable Company Stock Option”) will, at . It is intended that the Effective Time, cease foregoing provisions shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Code as to represent any stock option which is an option to purchase CAC Common "incentive stock option." Each Parent Stock and will Option shall be converted automatically into an option to purchase a exercisable for that number of shares of CEC Parent Common Stock (each, a “Converted Stock Option”) equal to the product number of the Company Shares subject to the corresponding Company Stock Option multiplied by the Stock Exchange Ratio, and shall have an exercise price per share equal to its exercise price per Company Share divided by the Stock Exchange Ratio (the "Adjusted Strike Price"). Any resulting fractional share of Parent Common Stock shall be rounded down to the nearest whole share) share and Parent shall pay an amount in cash to the holder of such Company Stock Option at the Effective Time equal to the product of such fractional share of Parent Common Stock multiplied by an amount equal to the Stock Value minus the Adjusted Strike Price. Parent and the Company shall use commercially reasonable efforts to take all such steps as may be required to cause the transactions contemplated by this Section 2.5 and any other dispositions of equity securities of the Company or dispositions of Parent equity securities in connection with this Agreement by each individual who (i) is a director or officer of the number of shares of CAC Common Stock subject to such CAC Stock Option and Company or (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option will become a director or officer of Parent, to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment exempt under Rule 16b-3 of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 TimeExchange Act.

Stock Options. Immediately prior Each stock option issued and outstanding under the 1993 Stock Option Plan, as amended, of the Company (the "Stock Option Plan") is referred to herein as an "Employee/Director Stock Option" and all such options are referred to herein, collectively, as the "Employee/Director Stock Options." Each stock option issued and outstanding under the 1993 Directors' Stock Option Plan (the "Directors' Stock Option Plan") is referred to herein as a "Director's Option" and all such options are referred to herein, collectively, as the "Directors' Options." The Employee/Director Stock Options and the Directors' Options are referred to herein, collectively, as the "Company Options" and, individually, as a "Company Option." At the Effective Time, each outstanding Company Option shall become immediately fully vested and unexercised shall be converted into an option to purchase shares of CAC Parent Common Stock (eachStock, a “CAC Stock Option”) will, at as provided below. Following the Effective Time, cease each such Company Option shall be exercisable upon the same terms and conditions as then are applicable to represent an option to purchase CAC Common Stock and will such Company Option, except that (i) each such Company Option shall be converted automatically into an option to purchase a exercisable for that number of shares of CEC Parent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (ix) the number of shares of CAC Company Common Stock subject for which such Company Option was exercisable immediately prior to such CAC the Effective Date and (y) the Stock Option Exchange Ratio and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC option shall be equal to the quotient obtained by dividing the exercise price per share of such Company Option by the Stock Exchange Ratio. From and after the date of this Agreement, no additional options to purchase shares of Company Common Stock shall be granted under the Company Stock Option divided by (y) the Exchange RatioPlan, and each unvested CAC Directors' Stock Option granted pursuant Plan or otherwise. Except as otherwise agreed to the Caesars 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 optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity parties, no person shall have any right under any stock option plan (or any option granted thereunder) or other plan, program or arrangement of its Subsidiaries or for Good Reason (as defined herein)the Company with respect to, in either case within six (6) months including any right to acquire, equity securities of the Company following the Effective Time. Prior to At or as soon as practicable after the Effective Time, Parent shall issue to each holder of a Company Option that is canceled an agreement that accurately reflects the CAC Board terms of the Parent Option substituted therefore as contemplated by this Section 2.7. Parent shall adopt appropriate resolutions and (i) take all other corporate actions necessary to cause each CAC reserve for issuance such number of shares of Parent Common Stock Option as will be necessary to be converted, assumed and amended, as applicable, satisfy exercises in accordance with the foregoing. Following full of all Parent Options after the Effective Time, except for (ii) use its reasonable best efforts to ensure that an effective Registration Statement on Form S-8 is on file with the amendment Securities and Exchange Commission (the "SEC") with respect to such Parent Common Stock, and (iii) use its reasonable best efforts to have such shares admitted to trading upon exercises of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 TimeParent Options.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding the Acquiror will assume the Company's 1995 Stock Option Plan (the "Option Plan") and unexercised option to purchase shares all of CAC Common Stock (each, a “CAC Stock Option”) willthe Company's obligations thereunder and may, at its election, provide for the merger of the Company's option plans into those of the Acquiror. At the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted outstanding option issued pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanOption Plan shall become an option to acquire, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such option (including, without limitation, the CAC time periods allowed for exercise), a number of shares of Acquiror Common Stock Plan for each CAC Stock Option immediately prior equal to the Effective Timeproduct of the Exchange Ratio and the number of shares of Company Common Stock subject to such option (provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded up to the nearest share), at a price per share (rounded down to the nearest cent) equal to the exercise price per share of the shares of Company Common Stock subject to such option divided by the Exchange Ratio on the same terms and conditions as were applicable under such option (including without limitation, the time periods allowed for exercise). Immediately prior to the Effective Time, each outstanding the Company may issue remaining unissued options under the Option Plan, to result in a total of 62,500 granted options, and unvested CEC Stock may also amend the Option Plan or adopt a further option plan to permit issuance of up to an additional 1, 350 option grants. The Company shall also amend the Option Plan to (i) modify the Option Plan by eliminating any existing provisions providing for an adjustment in option shares in the event of payment of a cash dividend (in connection with which amendment the Company shall utilize its best efforts to have option grantees enter into replacement option agreements which eliminate any claim or right to such adjustment), (ii) eliminate any right of option grantees to put granted options to the Company, and (iii) include such further amendments an may be reasonably requested by Acquiror. Notwithstanding the foregoing, with respect to options that are incentive stock options, the excess of the aggregate fair market value of the shares subject to the option immediately after the substitution over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before the substitution over the aggregate option price of such shares. The duration and other terms of the option shall remain the same, except that all references to the Company shall refer to the Acquiror. All options granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Option Plans shall be amended to provide that it shall become fully vested and exercisable (at target performance levels, if applicable) upon as of 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 day preceding the Effective Time. The Acquiror agrees to take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of options under the Option Plans assumed by the Acquiror in accordance with this Agreement.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock Shares (each, a “CAC Stock MediVision Option”) willunder the Option Plans (as defined in Section 5.01(b)(i)(A)), at the Effective Timewhether or not exercisable and whether or not vested, cease to represent an option to purchase CAC Common Stock and will shall be assumed by OIS such that it is converted automatically into an option (a “Replacement Option”) to purchase a number of shares of CEC OIS Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to Shares underlying such CAC Stock MediVision Option and (ii) multiplied by the Exchange Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) of Common Stock equal to (x) the exercise price per Share of such CAC Stock MediVision Option as in effect immediately prior to the Closing divided by (y) the Exchange Ratio, Conversion Ratio and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all with such other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under to such MediVision Option (including any repurchase rights or vesting provisions); provided, that OIS shall use its reasonable efforts to effect the CAC conversion in such a manner that the Replacement Options shall have the same tax attributes as the MediVision Options; provided, however, that (i) the exercise price and the number of shares of OIS Common Stock Plan purchasable pursuant to the Replacement Options shall be determined in a manner consistent with the requirements of Sections 409A, 422 and 424(a) of the Code, as applicable; (ii) for each CAC Stock the purposes of converting option exercise prices, euros will be converted into U.S. dollars at the exchange rate prevailing at the close of business on the trading date prior to the date of this Agreement; and (iii) the Replacement Options will be issued pursuant to the terms of the OIS Option immediately Plans. For purposes of this Section 4.04(a), OIS shall be considered to have used its "reasonable efforts" to effect the conversion of the MediVision Options so that the Replacement Options have the same tax attributes as the MediVision Options in the following circumstances: (i) if the Options Tax Ruling is not issued prior to the Effective Time. Immediately Date, OIS issues “Nonqualified Stock Options,” meaning options which do not qualify as incentive stock options within the meaning of Section 422 of the Code (“ISOs”), for all of the Replacement Options; and (ii) if the Options Tax Ruling is issued prior to the Effective TimeDate, each outstanding and unvested CEC Stock Option granted (A) for the MediVision Options with favorable tax treatment under Israeli tax law as described in Section 6.12(c)(i) (“Favorable MV Options”), OIS coordinates the issuance of such Replacement Options with the Options Tax Ruling so that ISOs may be issued to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested extent such conversion is permitted and exercisable consistent with Sections 422 and 424(a) of the Code, and (at target performance levelsB) for the non-Favorable MV Options, 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 OIS issues Nonqualified Stock Options for Good Reason (as defined herein), in either case within six (6) months following the Effective Timesuch Replacement Options.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding and unexercised option to purchase shares of CAC Common Stock (eachFBKP Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of FBKP Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC PSB Common Stock, and PSB shall assume each FBKP Option, in accordance with the terms of the FBKP Stock (eachOption Plan, a “Converted Stock Option”) equal to the product (rounded down to FBKP Standby Options and the nearest whole share) of stock option agreements and certificates by which they are evidenced, except that from and after the Effective Date, (i) PSB and its Board of Directors or a duly authorized committee thereof shall be substituted for FBKP and FBKP's Board of Directors or duly authorized committee thereof administering such FBKP Stock Option Plan, (ii) each FBKP Option assumed by PSB may be exercised solely for shares of PSB Common Stock, (iii) the number of shares of CAC PSB Common Stock subject to such CAC Stock FBKP Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of FBKP Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock FBKP Option immediately prior to the Effective Time. Immediately prior Date multiplied by the Applicable Exchange Ratio, provided that any fractional shares of PSB Common Stock resulting from such multiplication shall be rounded to the Effective Timenearest share, and (iv) the per share exercise price under each such FBKP Option shall be adjusted by dividing the per share exercise price under each such FBKP Option by the Applicable Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. Notwithstanding clauses (iii) and (i v) of the preceding sentence, each outstanding and unvested CEC Stock FBKP Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan which is an "incentive stock option" shall be amended adjusted as required by Section 424 of the IRC, and the regulations promulgated thereunder, so as not to provide that it shall become vested constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. PSB and exercisable (at target performance levels, if applicable) upon FBKP agree to take all necessary steps to effect the optionee’s termination foregoing provisions 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 hereinthis Section 1.02(f), in either case within six (6) months following the Effective Time.

Stock Options. (a) Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC IRT Common Stock (eachan "IRT Option") granted under any IRT Plan (as defined below) (other than any "Stock Purchase Plan" within the meaning of Section 423 of the Code), a “CAC Stock Option”) willshall, at the Effective Timewhether or not then vested or exercisable, cease to become and represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a the number of shares of CEC Company Common Stock (each, a “Converted Stock an "Assumed Option”") equal to the product (rounded down up to the nearest whole share) of , determined by multiplying: (ix) the number of shares of CAC IRT Common Stock subject to such CAC Stock Option and option immediately prior to the Effective Time by (iiy) the Exchange Ratio, at an exercise price per share of Company Common Stock (rounded up increased to the nearest whole cent) equal to (x) the exercise price per share of such CAC IRT Common Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; provided, and each unvested CAC Stock however, that in the case of any IRT Option granted pursuant to which Section 421 of the Caesars Acquisition Company 2014 Performance Incentive Plan Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code, the conversion formula shall be amended adjusted if necessary to provide that it shall become vested and exercisable (at target performance levels, if applicablecomply with Section 424(a) upon of the 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 TimeCode. Prior to After the Effective Time, each Assumed Option shall vest only to the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with extent required by the foregoing. Following the Effective Time, except for the amendment terms of the unvested CAC Stock Options granted pursuant underlying IRT Option. If no automatic vesting requirement is set forth in the underlying IRT Option or other agreement, then the Assumed Option shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to same vesting schedule and be governed by exercisable upon the same terms and conditions as were applicable under to the CAC Stock Plan for each CAC Stock Option related option immediately prior to the Effective Time. Immediately As soon as reasonably practical, the Company shall register under the Securities Act on Form S-8 or another appropriate SEC form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) all shares of Company Common Stock issuable pursuant to all Assumed Options. At or prior to the Effective Time, each the Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Company Common Stock for delivery in connection with the Assumed Options. Schedule 2.8 of the IRT Disclosure Memorandum contains a true and complete list of all IRT Options and shares of restricted capital stock of IRT issued and outstanding on the date of this Agreement 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 vesting schedules and exercisable (at target performance levels, if applicable) upon the optionee’s termination exercise prices of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any such IRT Options and shares of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timerestricted stock.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Company Common Stock (each, a “CAC "COMPANY STOCK OPTION") under the Company Option Plans, whether or not vested, shall by virtue of the Merger and without any action on the part of -49- 55 Company, Parent or any holder of Company Stock Option”) will, at be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such Company Stock Option immediately prior to the Effective TimeTime (including, cease without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than the transactions contemplated by this Agreement, except to represent an option the extent otherwise provided for in any plan or agreement applicable to purchase CAC such Company Stock Options and disclosed on Section 2.03 or 2.18 of the Company Schedule), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock and will be converted automatically into an option equal to purchase a the product of the number of shares of CEC Company Common Stock (each, a “Converted that were issuable upon exercise of such Company Stock Option”) equal Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share (of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) . Parent shall comply with the exercise price terms of all such CAC Company Stock Option divided Options. It is intended that Company Stock Options assumed by (y) Parent shall qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of 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 Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC extent such Company Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions qualified as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately prior to Time and the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan provisions of this Section 5.11 shall be amended applied consistent with such intent in accordance with Section 424 of the Code. Parent shall take all corporate actions necessary to provide that it shall become vested and exercisable (at target performance levels, if applicable) reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of assumed Company Stock Options on the optionee’s termination of employment without “cause” (as defined terms set forth in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinthis Section 5.11(a), in either case within six (6) months following the Effective Time.

Stock Options. Immediately (a) At the Effective Time, each stock option that is then outstanding, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the Effective Time) of the Company's 1996 Stock Option Plan, the stock option agreement and/or warrant agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, each outstanding by the Exchange Ratio, and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at rounding the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down resulting exercise price up to the nearest whole sharecent, and (d) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any Recapitalization Event after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company's 1996 Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option assumed Company Option, and (ii) the Exchange Ratio, at an exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. Parent shall file with the SEC, within thirty (rounded up to 30) days after the nearest whole cent) equal to (x) Closing Date, a registration statement on Form S-8 registering shares of Parent Common Stock issuable upon the exercise price of such CAC Stock Option divided the Company Options assumed by (y) the Exchange Ratio, and each unvested CAC Stock Option granted Parent pursuant to the Caesars Acquisition this Section 1.6, provided such 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timeare registrable on Form S-8.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option 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 Target Stock Option Plan shall be 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 updated Option Schedule current as of such date. Each Target Option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Target Option shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Target Option immediately prior to the product Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Target Option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up down to the nearest whole cent) equal to (x) . The vesting of any unvested Target Options will not accelerate as a result of the exercise price execution of such CAC Stock Option divided by (y) this Agreement or the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to consummation of the Caesars 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 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 Timetransactions contemplated hereby. Prior to Within 45 business days after the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Acquiror will issue to cause each CAC Stock Option to be convertedperson who, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior 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 Effective TimeOption Exchange Ratio as a result of the provisions of Annex A hereto, Acquiror will issue to each outstanding and unvested CEC Stock such person a revised document reflecting the adjusted 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.Exchange Ratio. The "

Stock Options. Immediately (i) At the Effective Date, each Graystone Stock Option which is outstanding and unexercised immediately prior to the Effective TimeDate, each outstanding whether or not then vested and unexercised option to purchase shares of CAC Common Stock (eachexercisable, a “CAC Stock Option”) will, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of Graystone Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC Tower Common Stock (eachStock, a “Converted and Tower shall assume each Graystone Stock Option”) equal to , in accordance with the product (rounded down to terms of the nearest whole share) of 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 shares of CAC Tower Common Stock subject to such CAC Graystone Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of Graystone Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Graystone Stock Option immediately prior to the Effective Time. Immediately prior 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 Effective Timenearest share, and (iv) the per share exercise price under each such Graystone Stock Option shall be adjusted by dividing the per share exercise price under each such Graystone Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each outstanding and unvested CEC Graystone Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan which is an “incentive stock option” shall be amended adjusted as required by Sections 409A and 424 of the IRC, and the regulations and guidance promulgated thereunder, so as not to provide that it shall become vested constitute a modification, extension or renewal of the option within the meaning of Sections 409A and exercisable (at target performance levels424(h) of the IRC. Tower and Graystone agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(g), if applicable) upon the optionee’s termination of employment without “cause” (as defined including in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by case of Tower taking all corporate action necessary to reserve for issuance a sufficient number of shares of Tower Common Stock for delivery upon exercise of the Surviving Entity or any options to issue shares of its Subsidiaries or for Good Reason (as defined herein), Tower Common Stock issued in either case within six (6) months following the Effective Timeaccordance herewith.

Stock Options. Immediately Company will, promptly on or after the date of this Agreement, take all such actions as it is permitted or required to take under the terms of its stock option plans to cancel, after the Offer Completion (as defined in Section 6.5(a)) and prior to the Effective Time, each all outstanding options (collectively, the "STOCK OPTIONS" and unexercised option individually, a "STOCK OPTION") to purchase shares of CAC Company Common Stock heretofore granted under any such employee or nonemployee director stock option plan with Company and to pay, promptly, and in any event within five days, after the Offer Completion, in cancellation of each such Stock Option (each, whether or not such Stock Option is then exercisable) a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) cash amount equal to the product (rounded down to amount, if any, by which the nearest whole share) Merger Consideration exceeds the per share exercise price of (i) such Stock Option, multiplied by the number of shares of CAC Company Common Stock then subject to such CAC Stock Option and (ii) the Exchange Ratio"STOCK OPTION SETTLEMENT AMOUNT"), at an exercise price per share (rounded up but subject to the nearest whole cent) equal to (x) the exercise price all required tax withholdings by Company. Each holder of such CAC a then outstanding Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted that Company does not have a right to cancel pursuant to the Caesars Acquisition terms of the applicable stock option plan, upon execution of a cancellation agreement (a "STOCK OPTION CANCELLATION AGREEMENT") with Company, which Company 2014 Performance Incentive Plan shall use reasonable efforts to obtain from each such holder prior to or promptly after the Offer Completion, shall have the right to receive in cancellation of such Stock Option (whether or not such Stock Option is then exercisable) a cash payment from Company promptly and in any event within five days after the later of the Offer Completion or the execution of a Stock Option Cancellation Agreement, in an amount equal to the Stock Option Settlement Amount, without interest, but subject to all required tax withholdings by Company. Each Stock Option that is subject to a Stock Option Cancellation Agreement shall be amended canceled upon payment of the Stock Option Settlement Amount for such Option. The Company Board or the Committee appointed pursuant to provide Section 2 of the Funco, Inc. 1993 Stock Option Plan Amended and Restated Through July 31, 1998 has determined that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” a Potential Change in Control (as defined in the Caesars Acquisition Company 2014 Performance Incentive said Stock Option Plan) by has occurred for purposes of determining the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), Change in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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” Control Price (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive said Stock Option 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. Immediately (a) At the Effective Time, (x) each Company Option that is outstanding and unexercised immediately prior to the Effective Time, each outstanding whether or not vested, shall be converted into and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent become an option to purchase CAC Parent Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange RatioStock, and each unvested CAC Stock Parent shall assume such Company Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment terms (as in effect as of the unvested CAC date of this Agreement) of the applicable Company Option Plan and the terms of the stock option agreement by which such Company Option is evidenced; and (y) each share of Parent Common Stock Options granted into which a share of Company Restricted Stock was converted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Section 1.5 shall be a share of Parent Restricted Stock Option will continue and shall remain subject to be governed by the same terms and conditions as were applicable under the CAC award of Company Restricted Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into options with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (C) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, each outstanding by the Exchange Ratio, and unvested CEC Stock Option granted under rounding the resulting exercise price up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan nearest whole cent; and (D) any restriction on the exercise of any Company Option assumed by Parent shall be amended continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall remain unchanged; provided, however, that Parent Board or a committee thereof shall succeed to provide that it shall become vested the authority and exercisable (at target performance levels, if applicable) upon responsibility of the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Company Board or any of its Subsidiaries or for Good Reason (as defined herein)committee thereof with respect to each Company Option, in either case within six (6) months following the Effective TimeCompany Restricted Stock assumed by Parent.

Stock Options. Immediately prior All options which may be exercised for issuance of Company Common Stock (whether or not vested) (each, a “Company Stock Option” and collectively the “Company Stock Options”) are described in the Company Disclosure Schedule and are issued and outstanding pursuant to the Company’s Amended and Restated 1997 Stock Option Plan, 1999 Stock Option Plan and 2003 Stock Option Plan (each, a “Company Stock Option Plan” and collectively, the “Company Stock Option Plans”) and the agreements pursuant to which such Company Stock Options were granted (each, an “Option Grant Agreement”). True and complete copies of the Company Stock Option Plans and all Option Grant Agreements relating to outstanding Company Stock Options have been delivered to Parent. At the Effective Time, each Company Stock Option that (i) is outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent and (ii) would otherwise survive the Effective Time in the absence of the transactions contemplated by this Agreement (“Old Stock Options”), shall be assumed by Parent through the grant of an option to purchase CAC acquire shares of Parent Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common on the terms set forth below (each Old Stock (eachOption, as assumed, a “Converted Parent Stock Option”) equal ). All Old Stock Options shall automatically be converted as of the Effective Time, into Parent New Options which shall be identical to the product (rounded down to the nearest whole share) of Old Stock Options in all material respects, except that (i) upon exercise of the Parent Options, the optionholder will receive Parent Common Stock rather than Company Common Stock, (ii) the number of shares of CAC Parent Common Stock subject to such CAC covered by each Parent Option shall equal the number of shares of Company Common Stock covered by the corresponding Old Stock Option and (ii) multiplied by the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (xiii) the exercise price of such CAC each Parent Option shall equal the exercise price applicable to the corresponding Old Stock Option divided by the Exchange Ratio and (yiv) the Exchange Ratiocommittee that administers the plan by which such Parent Options are governed shall be a committee established by the Board of Directors of Parent. In all other material respects, and each unvested CAC the Parent Options shall be governed by the terms of the Company Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested at and exercisable (at target performance levels, if applicable) upon the 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 after the Effective Time. Promptly after the Effective Time, Parent shall use its reasonable best efforts to register the shares issuable upon exercise of the Parent Options under the Securities Act of 1933, and to keep such registration in effect until such time as all New Stock Options have been exercised. In connection with the foregoing, (i) the foregoing is intended to effect an assumption of the Old Stock Options by Parent under Section 424(a) of the Code and (ii) neither a Parent Stock Option nor the assumption of Old Stock Option shall give the holder of an Old Stock Option additional benefits which he did not have under such an Old Stock Option within the meaning of Section 424(a)(1) of the Code. Subject to issuance of the Parent Stock Options and the foregoing, the Company Stock Option Plans and all options or other rights to acquire Company Common Stock issued thereunder shall terminate at the Effective Time. Parent shall not issue or pay for any fractional shares otherwise issuable upon exercise of a Parent Stock Option. Prior to the Effective TimeTime (to the extent required as determined by Parent or the Company under applicable law, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC terms of the Company Stock Option to be convertedPlans or otherwise), assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment Parent shall receive agreements from each holder of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted an Old Stock Option will continue that does not elect to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC exercise such Old Stock Option immediately prior to the Effective Time. Immediately prior Time and have the Company Common Stock acquired as a result of such exercise converted into Parent Common Stock pursuant to the Effective TimeSection 2.1 of this Agreement, pursuant to which each outstanding and unvested CEC such holder agrees to accept a Parent Stock Option granted under to in substitution for the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelsOld Stock Option, if applicable) upon the optionee’s termination as 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. Immediately prior to the Effective TimeFor purposes of this Agreement, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock "CBI Option”) will, at the Effective Time, cease to represent " means an option to purchase CAC Common Stock CBI common shares pursuant to a CBI LTIP and will be converted automatically into "Convergys Option" means an option to purchase Convergys common shares pursuant to the Convergys LTIP. At the time of the Distribution, each holder of a CBI Option shall receive a Convergys Option to purchase a number of Convergys common shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down number of CBI common shares subject to the nearest whole shareCBI Option. Each Convergys Option shall have the same terms and conditions (including vesting) as the CBI Option with respect to which it is granted, except that termination of employment shall mean (i) in the 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 shall be amended to provide that, in the case of a Convergys employee or director, termination of employment shall mean termination of employment with Convergys. The exercise price per share of each CBI Option (the "CBI Exercise Price") 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 number sum of shares of CAC Common Stock subject the CBI Exercise Price (after the reduction provided herein) and the Convergys Exercise Price is equal to such CAC Stock Option the CBI Exercise Price (before the reduction provided herein) and (ii) the Exchange Ratio, at an exercise price per share ratio of the CBI Exercise Price (rounded up after the reduction provided herein) to the nearest whole cent) 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 (x"NYSE") during each of the exercise price of such CAC Stock Option divided by (y) five trading days starting on the Exchange Ratio, and each unvested CAC Stock Option granted pursuant ex-dividend date for the Distribution to the Caesars Acquisition Company 2014 Performance Incentive Plan 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 Convergys common shares to be distributed to each CBI shareholder at the time of the 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 represented by each Convergys Option and the Convergys Exercise Price shall be amended adjusted 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timereflect such difference.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) 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 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 Effective TimeDistribution 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, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive Group employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect 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 some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately prior to (i) At the Effective Time, each outstanding and unexercised option Company Option under the Stock Plans, whether vested or unvested, shall be deemed to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent constitute an option to purchase CAC Common Stock acquire (a "New Parent Option"), on the same terms and will be converted automatically into an option to purchase a conditions as were applicable under such Company Option, the number of shares of CEC Common Stock of Parent (each, a “Converted Stock Option”rounded to the nearest whole number) equal to the product (rounded down to the nearest whole share) of (iA) the number of shares Shares issuable upon exercise of CAC Common Stock subject to such CAC Stock Company Option and (iiB) the Price Per Share divided by the average of the closing sales prices of Common Stock of Parent on the New York Stock Exchange Ratiofor the ten (10) consecutive days immediately prior to and including the day preceding the Effective Time, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the aggregate exercise price of for the Shares otherwise purchasable pursuant to such CAC Stock Company Option divided by (y) the Exchange Ratio, and each unvested CAC aggregate number of shares of Common Stock Option granted of Parent purchasable pursuant to the Caesars Acquisition New Parent Option (as calculated immediately above); provided, however, that in the case of any Company 2014 Performance Incentive Plan 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 amended determined in accordance with the foregoing, subject to provide that it shall become vested and exercisable (at target performance levels, if applicablesuch adjustments as are necessary in order to satisfy the requirements of Section 424(a) upon of the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity Code. At or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions and take all other necessary actions to permit the assumption of the unexercised Company Options by Parent pursuant to this Section and shall take all action necessary to cause each CAC the funds held in the Company's Employee Stock Option Purchase Plan to be converted, assumed and amended, as applicable, used to purchase outstanding Shares through open market transactions so that such Shares will be converted into the right to receive cash in accordance with the foregoingMerger; provided that thereafter the Company shall terminate the Company's Employee Stock Purchase Plan. Following -40- 44 (ii) Effective at the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanParent shall assume, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Timea New Parent Option, each outstanding Company Option in accordance with this Section and unvested CEC with the terms of the Stock Option granted Plan under which it was issued and the stock option agreement by which it is evidenced. Not later than thirty calendar days after the Closing Date, Parent shall file a registration statement under the Securities Act of 1933 on Form S-8, or other appropriate form, covering shares of Parent Common Stock subject to 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 Timesuch New Parent Options.

Stock Options. Immediately At or prior to the Effective TimeDate, each Palatin and MBI shall take all action necessary to cause the assumption by Palatin as of the Effective Date of all outstanding options as of the Effective Date (the "Outstanding Options") to purchase MBI Common Stock, whether vested or unvested, issued under MBI's Pre-1984 Stock Option Plan, 1984 Stock Option Plan, 1993 Stock Option Plan, , 1993 Outside Director's Stock Option Plan, 1997 Outside Directors Stock Option Plan and unexercised 1998 Stock Option Plan (the "MBI Stock Option Plans") or pursuant to separate option agreements, all of which are listed in Section 3.5 of the MBI Disclosure Schedule (as defined below). 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 CAC Palatin Common Stock (each, a “CAC Stock Option”) will, at as of the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a Date. The number of shares of CEC Palatin Common Stock (each, that the holder of an assumed Outstanding Option shall be entitled to receive upon the exercise of such option shall be a “Converted Stock Option”) equal to the product (rounded down to the nearest number of whole share) of (i) and fractional shares determined by multiplying the number of shares of CAC MBI Common Stock subject to such CAC Stock Option and (ii) option, determined immediately before the Effective Date, by the Exchange Ratio, at an . The exercise price per of each share of Palatin Common Stock subject to an assumed Outstanding Option shall be the amount (rounded up to the nearest whole cent) equal to (x) obtained by dividing the exercise price per share of MBI Common Stock at which such CAC Stock Option divided option is exercisable immediately before the Effective Date by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to . Except as specified in Section 3.5 of the Caesars 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 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 the Effective TimeMBI Disclosure Schedule, the CAC Board assumption and substitution of options as provided in this Section shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with not give the foregoing. Following the Effective Time, except for the amendment holders of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option such options additional benefits or additional vesting rights which they did not have immediately prior to the Effective TimeDate or relieve the holders of any obligations or restrictions applicable to their options or the shares obtainable upon exercise of the options. Immediately prior to the Effective Time, each outstanding and unvested CEC Only whole shares of Palatin Common Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it issued upon exercise of any Outstanding Option, and in lieu of receiving any fractional share of Palatin Common Stock, the holder of such option shall become vested and exercisable (at target performance levels, if applicable) upon receive in cash the optionee’s termination of employment without “cause” Prior Day Market Price (as defined below) of the fractional share, net of the applicable exercise price of the fractional share and applicable withholding taxes. After the Effective Date, the MBI Stock Option Plans and any Outstanding Options issued outside the scope of the MBI Stock Option Plans shall be continued in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) effect by the Surviving Entity Corporation subject to amendment, modification, suspension, abandonment or any termination as provided therein, and the Stock Option Plans as so continued (i) shall relate solely to Outstanding Options, (ii) thereafter shall relate only to the issuance of its Subsidiaries Palatin Common Stock as provided in this Section and (iii) shall continue to provide for equitable adjustment in the terms of Outstanding Options in the event of certain corporate events which alter the capital structure of the Surviving Corporation. For purposes of this Agreement, the term "Prior Day Market Price" with respect to shares of either Palatin Common Stock or MBI Common Stock, as applicable, shall mean the last reported sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the applicable exchange or automated quotation system on which such stock trades for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeday immediately preceding the day for which the Prior Day Market Price is being determined.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding Heritage Option and unexercised option to purchase shares of CAC Common Stock (eacheach BCB Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of Heritage Common Stock or BCB Common Stock, as the case may be, and will shall be converted automatically into an option to purchase a number of shares of CEC 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 (eachOption Plan or BCB Stock Option Plan, a “Converted Stock Option”) equal to as the product (rounded down to case may be, and the nearest whole share) of 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 CAC Holding Company Common Stock subject to each BCB Option shall be equal to the number of shares of BCB Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock BCB Option immediately prior to the Effective Time. Immediately 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 (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 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 TimeDate 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), (iv), (v) and (vi) of the preceding sentence, each outstanding and unvested CEC Stock BCB Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan or Heritage Option which is an "incentive stock option" shall be amended adjusted as required by Section 424 of the IRC, and the regulations promulgated thereunder, so as not to provide that it shall become vested constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. BCB and exercisable (at target performance levels, if applicable) upon Heritage agree to take all necessary steps to effect the optionee’s termination foregoing provisions 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 hereinthis Section 1.02(f), in either case within six (6) months following the Effective Time.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock Company Shares (each, a “CAC "COMPANY STOCK OPTION") under Company Option Plans or under any agreement which Company disclosed in Section 2.3 of the Company Disclosure Schedule, whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option”) willOption so assumed by Parent under this Agreement will continue to have, at and be subject to, the same terms and conditions of such options immediately prior to the Effective TimeTime (including, cease to represent an option to purchase CAC without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that: (i) each Company Stock Option will be solely exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below), rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal . Parent shall comply with the terms of all such Company Stock Options and use its best efforts to (x) ensure, to the exercise price of such CAC Stock Option divided by (y) the Exchange Ratioextent required by, and each unvested CAC subject to the provisions of, Company Option Plans and permitted under the Code or other relevant laws and regulations that any Company Stock Option granted Options that qualified for tax treatment under Section 422 of the Code prior to the Effective Time and that any Company Stock Options that qualified for tax treatment under Section 102 of the Ordinance prior to the Effective Time continue to so qualify, with the same rights, after the Effective Time. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options pursuant to the Caesars 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 optionee’s termination of employment without “cause” (as defined terms set forth in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinthis Section 5.11(a), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions and take all other actions necessary to cause each CAC effect the transactions contemplated by this Section 5.11(a); provided, however, Company shall not be required to obtain consents from optionees with respect to the option assumption formula set forth herein: The "OPTION EXCHANGE RATIO" shall be equal to the greater of (i) the quotient obtained by dividing the Per Share Cash Consideration by the average closing sale price of one share of Parent Common Stock Option as reported on Nasdaq for the five (5) consecutive trading days ending immediately prior to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective TimeTime and (ii) the sum of (A) 0.2365, except and (B) the quotient obtained by dividing $12.375 by the average closing sale price of one share of Parent Common Stock as reported on Nasdaq for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option five (5) consecutive trading days ending immediately prior to the 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. Immediately prior to (i) On the Effective TimeDate, each outstanding FLC Option and unexercised option to purchase shares of CAC Common Stock (eacheach Patriot Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of FLC Common Stock or Patriot Common Stock, as the case may be, and will shall be converted automatically into an option to purchase a number of shares of CEC 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 (eachOption Plan or Patriot Stock Option Plan, a “Converted Stock Option”) equal to as the product (rounded down to case may be, and the nearest whole share) of 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 CAC Holding Company Common Stock subject to each Patriot Option shall be equal to the number of shares of Patriot Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Patriot Option immediately prior to the Effective Time. Immediately 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 (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 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 TimeDate 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), (iv), (v) and (vi) of the preceding sentence, each outstanding and unvested CEC Stock Patriot Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan or FLC Option which is an "incentive stock option" shall be amended adjusted as required by Section 424 of the IRC, and the regulations promulgated thereunder, so as not to provide that it shall become vested constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. Patriot and exercisable (at target performance levels, if applicable) upon FLC agree to take all necessary steps to effect the optionee’s termination foregoing provisions 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 hereinthis Section 1.02(f), in either case within six (6) months following the Effective Time.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) 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 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 Effective TimeDistribution 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, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect 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 some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately Subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired and notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 6, all stock options granted to the Executive by the Company which have not otherwise vested shall vest immediately upon a Termination that occurs upon the date of the Change in Control or thereafter on or before the second anniversary of the Change in Control and such vested stock options shall remain exercisable for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement), but not later than the expiration of the stated option term; provided, however, such stock options shall vest immediately upon the consummation of a Change in Control if the successor entity has not either assumed (expressly or impliedly) the Company’s obligations under the applicable option award or plan document or issued to the Executive a substitute stock option award of equivalent value on no less favorable terms for vesting or payment as provided under the stock option award so replaced; provided further that, subject to Section 6(d), within five (5) days after all periods for revocation have expired in the Release provided for in Section 16, the Company may, at its election, pay to the Executive in cash an amount equal to the aggregate of the difference between the exercise price of each stock option granted to the Executive prior to the Effective Time, each consummation of the Change in Control that remains outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Timetime of Termination, cease to represent an option to purchase CAC Common and the fair market value (computed as the average of the high and low trades reported on the New York Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole shareExchange) of (i) the number of shares of CAC Common Stock subject to the option, determined as of the Termination Date. Such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to exercise such CAC Stock Option and (ii) stock option or a related stock appreciation right under the Exchange Ratio, at an exercise price per share (rounded up to terms of the nearest whole cent) equal to (x) the exercise price of relevant stock option plan describing such CAC Stock Option divided by (y) the Exchange Ratiorights, and each unvested CAC Stock Option granted pursuant the Executive agrees to surrender all stock options and related stock appreciation rights being cashed out hereunder prior to receiving the Caesars 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 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 Timecash payment described above. Prior to the Effective TimeFor purposes hereunder, the CAC Board shall adopt appropriate resolutions and take term “stock option” should be read to include all other actions necessary to cause each CAC Stock Option to be convertedsimilar equity instruments, assumed and amendedincluding, as applicablebut not limited to, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timestock appreciation rights.

Stock Options. Immediately (a) At the Effective Time, each KNBT Stock Option which is outstanding and unexercised immediately prior to the Effective Time, each outstanding whether or not then vested and unexercised option to purchase shares of CAC Common Stock (eachexercisable, a “CAC Stock Option”) will, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of KNBT Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC NPB Common Stock (eachStock, a “Converted and NPB shall assume each KNBT Stock Option”) equal to , in accordance with the product (rounded down to terms of the nearest whole share) of 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 shares of CAC NPB Common Stock subject to such CAC KNBT Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of KNBT Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC KNBT Stock Option immediately prior to the Effective Time. Immediately prior 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 Effective Timenearest share, (iv) the per share exercise price under each outstanding and unvested CEC such KNBT Stock Option granted shall be adjusted by dividing the per share exercise price under each such KNBT Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it nearest cent, and (v) all outstanding KNBT Options shall become fully vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined Effective Time notwithstanding anything to the contrary in the Caesars Entertainment Corporation 2012 Performance Incentive Planapplicable KNBT Stock Plan or stock option or other agreement by which a KNBT Stock Option is evidenced. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each KNBT Stock Option which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the Surviving Entity Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or any renewal of its Subsidiaries or for Good Reason 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 (as defined hereina), including in either the case within six (6) months following 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 Effective Timeoptions to issue shares of NPB Common Stock issued in accordance herewith.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock Company Shares (eacha "COMPANY STOCK OPTION") granted under the Company's plans identified in the Schedule 1.4 as being the only compensation or benefit plans or agreements pursuant to which Company Shares may be issued (collectively, a “CAC Stock Option”) willthe "COMPANY STOCK OPTION PLANS"), at the Effective Timewhether vested or not vested, cease shall be deemed assumed by Acquirer and shall thereafter be deemed to represent constitute an option to purchase CAC Common acquire, on the same terms and conditions (including any provisions for acceleration) as were applicable under such Company Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal Option prior to the product Effective Time (in accordance with the past practice of the Company with respect to interpretation and application of such terms and conditions), the number (rounded down to the nearest whole sharenumber) of shares of Acquirer Common Stock determined by multiplying (ix) the number of shares of CAC Common Stock Company Shares subject to such CAC Company Stock Option and immediately prior to the Effective Time by (iiy) the Exchange Ratio, at an exercise a price per share of Acquirer Common Stock (rounded up to the nearest whole cent) equal to (xA) the exercise price of per Company Share otherwise purchasable pursuant to such CAC Company Stock Option divided by (yB) the Exchange Ratio. The parties intend that the conversion of the Company Stock Options hereunder will meet the requirements of Section 424(a) of the Code and this Section 1.4(a) shall be interpreted consistent with such intention. Subject to the terms of the Company Stock Options and the documents governing such Company Stock Options, and each unvested CAC the Merger will not terminate or accelerate any Company Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any right of its Subsidiaries exercise, vesting or for Good Reason (as defined herein)repurchase relating thereto with respect to Acquirer Common Stock acquired upon exercise of such assumed Company Stock Option. Holders of Company Stock Options will not be entitled to acquire Company Shares after the Merger. In addition, in either case within six (6) months following the Effective Time. Prior prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions Company will make any amendments to the terms of such stock option or compensation plans or arrangements that are necessary to cause each CAC Stock Option give effect to be converted, assumed and amended, as applicable, in accordance with the foregoingtransactions contemplated by this Section 1.4. Following Promptly following the Effective Time, except for the amendment Acquirer will issue to each holder of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition an outstanding Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by a document evidencing the same terms and conditions as were applicable under the CAC Stock Plan for each CAC foregoing assumption of such Company Stock Option immediately prior to the 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 TimeAcquirer.

Stock Options. Immediately prior The Founders shall use their best -------------- efforts to obtain from each Optionholder the consent of such Optionholder to the Effective Timetransactions contemplated by the form of Option Amendment Agreement, which consent shall be evidenced by the execution and delivery by such Optionholder of a counterpart to an Option Amendment Agreement between ICI and such Optionholder. As soon as practicable following the date of this Agreement, the Founders shall use their best efforts to cause the Board of Directors of ICI (or, if appropriate, any committee administering the 1995 ICI Stock Option Plan or the 1996 ICI Stock Option Plan) to adopt such resolutions or take such other actions (i) as are required (A) to adjust the terms of all outstanding options to purchase shares of ICI Common Stock (and any stock appreciation rights linked to the price of shares of ICI Common Stock) heretofore granted to any employee (but not former employee) or director of ICI under the 1995 ICI Stock Option Plan or the 1996 ICI Stock Option Plan, whether vested or unvested, and (B) to adjust the terms of all outstanding options to purchase shares of ICI Common Stock (and any stock appreciation rights linked to the price of shares of ICI Common Stock) heretofore granted to any former employee of ICI under the 1995 ICI Stock Option Plan or the 1996 ICI Stock Option Plan that are vested as of the date on which the employment of such employee was terminated, in the case of clauses (A) and (B), as necessary to provide that each outstanding and unexercised such option to purchase shares of CAC ICI Common Stock (eachand any stock appreciation right related thereto) outstanding immediately prior to the effectiveness of the Merger shall not give the holder thereof the right to receive any capital stock of ICI or Holdings after the effective time of the Merger or to receive any consideration other than, a “CAC Stock Option”for each option (and any stock appreciation right related thereto), an amount in cash equal to (i) willthe excess, at if any, of (x) the Effective Time, cease to represent an option to purchase CAC consideration paid in the Merger for each outstanding share of ICI Common Stock and will be converted automatically into an option to purchase a number over (y) the exercise price per share of shares of CEC ICI Common Stock subject to such option multiplied by (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iii) the number of shares of CAC ICI Common Stock subject to such CAC Stock Option option and (ii) the Exchange Ratio, at an exercise price per share (rounded up as are required to make such other changes to the nearest whole cent) equal 1995 ICI Stock Option Plan and the 1996 ICI Stock Option Plan as IHS and the Founders may agree are appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements. The Founders shall use their best efforts to cause ICI to (xi) cause the exercise price of such CAC 1995 ICI Stock Option divided by (y) Plan and the Exchange Ratio, and each unvested CAC 1996 ICI Stock Option granted pursuant Plan to terminate upon consummation of the Caesars Acquisition Company 2014 Performance Incentive Merger, (ii) cause all provisions in any other ICI Benefit Plan providing for the issuance, transfer or grant of any capital stock of ICI, or any interest in respect of any capital stock of ICI, to be deleted upon consummation of the Merger and (iii) ensure that, upon consummation of the Merger, no holder of options to purchase shares of ICI Common Stock or participant in the 1995 ICI Stock Option Plan, the 1996 ICI Stock Option Plan or any other ICI Benefit Plan shall be amended have any right to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination acquire any capital stock of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity ICI 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 TimeHoldings.

Stock Options. Immediately prior to (a) Each grantee under any of the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock MII Legacy Equity Plans (each, i) who is a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and B&W Legacy Award Holder or will be converted automatically into a B&W Employee, or who will not be a B&W Employee but will serve on the board of directors of B&W and not on the board of directors of MII immediately after the Distribution Date, and (ii) who holds as of the Distribution Date, one or more MII Options, shall receive, as a replacement award in substitution for each such MII Option (which shall be cancelled), an option to purchase a number of shares of CEC B&W Common Stock under the B&W New Equity Plan (each, a “Converted Stock Replacement B&W Option”) having a value (calculated using the Post-Distribution B&W Share Price) equal to the product (rounded down value of the MII Common Stock subject to the nearest whole share) MII Option (calculated using the Pre-Distribution MII Share Price), as calculated pursuant to the following provisions. The number of shares of B&W Common Stock subject to a Replacement B&W Option shall be equal to the product of (i) the number of shares of CAC MII Common Stock subject to such CAC Stock an MII Option as of the Distribution Date and (ii) a fraction, the Exchange Ratio, at an numerator of which is the Pre-Distribution MII Share Price and the denominator of which is the Post-Distribution B&W Share Price. Each such Replacement B&W Option shall have the same comparative ratio of the exercise price per share (rounded up to the nearest whole cent) equal to (x) Post-Distribution B&W Share Price as the exercise price of such CAC Stock each MII Option divided by to the Pre-Distribution MII Share Price. B&W shall be responsible for (yi) the Exchange Ratio, satisfaction of all tax reporting and each unvested CAC Stock Option granted pursuant to withholding requirements in respect of the Caesars 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 optionee’s termination exercise 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, Replacement B&W Options issued in accordance with this Section 3.4(a) and (ii) remitting the foregoingappropriate tax or withholding amounts to the appropriate taxing authorities. Following Replacement B&W Options shall not be exercisable until the Effective TimeRegistration Statement Effectiveness Date. Except as provided in the foregoing provisions of this Section 3.4(a), except for Replacement B&W Options granted under this Section 3.4(a) shall be granted on terms which are in all material respects identical (including with respect to vesting) to the amendment terms of the unvested CAC Stock MII Options granted pursuant with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timewhich they replace.

Stock Options. Immediately Section 2.4.1 At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under any stock option plan of the Company, including the 1995 Nonstatutory Stock Option Plan, the 1995 Director Option Plan, the 1996 Nonstatutory Stock Option Plan and the 2006 Equity Incentive Plan and any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable, will be assumed by Parent (each, an “Assumed Company Option”). Each Assumed Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the Company Stock Option Plan applicable to such Assumed Company Option and any agreements thereunder immediately prior to the Effective Time, except that (A) each outstanding and unexercised option to purchase Assumed Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of CAC Parent Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Company Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Assumed Company Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option and (iiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Company Option, will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal . Continuous employment with the Company or its subsidiaries shall be credited to (x) the exercise price optionee for purposes of such CAC determining the vesting of all Assumed Company Options after the Effective Time. Parent will assume the Company Stock Option divided by (y) Plans at the Exchange RatioEffective Time, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide provided, however, 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 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, Parent will issue awards, if any, only under the 2006 Equity Incentive Plan. Prior to the Effective TimeThe 1995 Nonstatutory Stock Option Plan, the CAC Board shall adopt appropriate resolutions 1995 Director Option Plan and take all other actions necessary to cause each CAC the 1996 Nonstatutory Stock Option to Plan will be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition preceding sentence solely for purposes of governing the Assumed Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Options following the Effective TimeTime that were previously issued pursuant to the terms of such plans.

Stock Options. Immediately At the Effective Time, the Company Stock Options, whether vested or unvested, will be assumed by PCA ("ASSUMED STOCK OPTIONS"). SECTION 2.2 of the Company Disclosure Schedule (as defined in Article III) sets forth a true and complete list as of the date hereof of all holders of outstanding options to purchase shares of Company Common Stock ("COMPANY STOCK OPTIONS"), including the number of shares of Company Common 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, the Company shall deliver to PCA an updated SECTION 2.2 of the Company Disclosure Schedule (as defined in Article III) current as of such date. Each such option so assumed by PCA under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plan ("COMPANY OPTION PLAN") and any other document governing such option immediately prior to the Effective Time, each outstanding and unexercised except that (a) such option to purchase will be exercisable for that number of whole shares of CAC PCA Common Stock equal to one and one-half (each, a “CAC 1.5) times that number of shares of Company Common Stock Option”) will, at that were issuable upon exercise of such option immediately prior to the Effective Time, cease to represent an option to purchase CAC (b) the per share exercise price for the shares of PCA Common Stock and issuable upon exercise of such assumed option will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (of Company Common Stock at which such option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole centcent (the "ADJUSTED EXERCISE PRICE") equal to and (xc) any restriction on the exercise price exercisability of such CAC Company Stock Option divided by (y) the Exchange Ratioshall continue in full force and effect, and each unvested CAC the term, exercisability, vesting schedule and other provisions of such Company Stock Option granted pursuant shall remain unchanged. If the foregoing calculation of the Adjusted Exercise Price results in an Assumed Stock Option being exercised for a fraction of a share of PCA Common Stock, then the number of shares of PCA Common Stock subject to that option will be rounded to the Caesars Acquisition nearest whole number of shares of PCA Common Stock (rounded down, in the case of the Company 2014 Performance Stock Options that are Incentive Plan Stock Options under Section 422 of the Code). Continuous employment with the Company shall be amended credited to provide an optionee of the Company for purposes of vesting of the Assumed Stock Option. Consistent with the terms of the Company Option Plan and the documents governing the outstanding options, the Merger will not terminate any of the outstanding options under the Company Option Plan or accelerate the exercisability or vesting of such options or the shares of PCA Common Stock which will be subject to those options upon PCA's assumption of the options in the Merger. It is the intention of the parties that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (options so assumed by PCA following the Effective Time will remain incentive stock options as defined in Section 422 of 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 Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately incentive stock options prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under the parties hereto shall use their commercially reasonable efforts to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable carry out such intention. Within ten (at target performance levels, if applicable10) 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 business days after the Effective Time, PCA will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Option Plan, a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such option by PCA.

Stock Options. Immediately (a) Subject to Section 5.5(c), at the Effective Time, each Parent Option that is outstanding and unexercised immediately prior to the Effective Time, each outstanding whether or not vested, shall be converted into and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent become an option to purchase CAC CancerVax Common Stock, and CancerVax shall assume each such Parent Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan, if any, under which such Parent Option was issued and the terms of the stock option agreement by which such Parent Option is evidenced. All rights with respect to Parent Common Stock and will under Parent Options assumed by CancerVax shall thereupon be converted automatically into an option rights with respect to purchase a number of CancerVax Common Stock. Accordingly, from and after the Effective Time: (i) each Parent Option assumed by CancerVax may be exercised solely for shares of CEC CancerVax Common Stock Stock; (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iii) the number of shares of CAC CancerVax Common Stock subject to each Parent Option assumed by CancerVax shall be determined by multiplying (A) the number of shares of Parent Common Stock that were subject to such Parent Option immediately prior to the Effective Time by (B) the Conversion Factor, and rounding the resulting number down to the nearest whole number of shares of CancerVax Common Stock; (iii) the per share exercise price for the CancerVax Common Stock issuable upon exercise of each Parent Option assumed by CancerVax shall be determined by dividing the effective per share exercise price of Parent Common Stock subject to such CAC Stock Option Parent Option, as in effect immediately prior to the Effective Time, by the Conversion Factor, and (ii) rounding the Exchange Ratio, at an resulting exercise price per share (rounded up to the nearest whole cent; and (iv) equal to (x) any restriction on the exercise price of any Parent Option assumed by CancerVax shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such CAC Stock Parent Option divided shall otherwise remain unchanged; provided, however, that: (A) each Parent Option assumed by (yCancerVax in accordance with this Section 5.5(a) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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)shall, in either case within six (6) months following the Effective Time. Prior accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to CancerVax Common Stock subsequent to the Effective Time, the CAC Board shall adopt appropriate resolutions ; and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment Table of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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.Contents

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option 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 Target Stock Option Plan shall be assigned to Acquiror. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each Target Option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Target Option shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Target Option immediately prior to the product Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Target Option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (. Except as defined provided in the Caesars Acquisition Company 2014 Performance Incentive Plan) by Target Disclosure Letter, the Surviving Entity vesting of any unvested Target Options will not accelerate as a result of the execution of this Agreement or any the consummation of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timetransactions contemplated hereby. Prior to Within 45 business days after the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Acquiror will issue to cause each CAC Stock Option to be convertedperson who, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeTime was a holder of a Target Option a document evidencing the foregoing assumption of such Target Option by Acquiror. 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.The "

Stock Options. Immediately prior to At the Effective Time, each stock option (all options issued pursuant to the Insurdata Stock Option Plans are referred to herein, collectively, as the "Insurdata Options" and, individually, as an "Insurdata Option") issued and outstanding under the Insurdata Incorporated 1999 Stock Option Plan, and unexercised any other plan or program maintained by Insurdata under which Options have been granted, as listed on Section 3.1(b) of the Insurdata Disclosure Schedule (the "Insurdata Stock Option Plans") shall be converted into an option to purchase shares of CAC HealthAxis Common Stock (eachStock, a “CAC Stock Option”) will, at as provided below. Following the Effective Time, cease each such Insurdata Option shall be exercisable upon the same terms and conditions as then are applicable to represent an option to purchase CAC Common Stock and will such Insurdata Option, except that (i) each such Insurdata Option shall be converted automatically into an option to purchase a exercisable for that number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded rounding down to the nearest whole share, with cash being payable for any fraction of a share) of HealthAxis Common Stock equal to the product of (ix) the number of shares of CAC Insurdata Common Stock subject for which such Insurdata Option was exercisable immediately prior to such CAC Stock Option the Effective Time and (y) the Exchange Ratio and (ii) the Exchange Ratio, at an exercise price per share of such Insurdata Option shall be equal to the quotient (rounded up to the nearest whole centone hundredth) equal to (x) obtained by dividing the exercise price per share of such CAC Stock Insurdata Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, any restriction on the exercise of any Insurdata Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Insurdata Option (except for as set forth in this Section 2.3) shall remain unchanged. From and after the amendment date of this Agreement, no additional options to purchase shares of Insurdata Common Stock shall be granted under the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Insurdata Stock Option will continue Plans or otherwise. Except as otherwise agreed to be governed by the same terms and conditions as were applicable Parties, no person shall have any right under the CAC Stock Plan for each CAC Stock Option immediately prior any stock option plan (or any option granted thereunder) or other plan, program or arrangement of Insurdata with respect to, including any right to acquire, equity securities of Insurdata following the Effective Time. Immediately prior to At or as soon as practicable after 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 levelsHealthAxis, 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 Corporation, shall issue to each holder of its Subsidiaries or an Insurdata Option that is converted into an option to purchase shares of HealthAxis Common Stock a statement that accurately reflects the number of shares of HealthAxis Common Stock for Good Reason (which the Insurdata Option is exercisable and the exercise price of the Insurdata Option as defined herein), contemplated by this Section 2.3. HealthAxis shall take all corporate actions necessary to reserve for issuance such number of shares of HealthAxis Common Stock as will be necessary to satisfy exercises in either case within six (6) months following full of all Surviving Corporation Insurdata Options after the Effective Time.

Stock Options. Immediately prior In addition to the Effective Timebasic salary provided for above, each outstanding Employer hereby grants to executive the right, privilege and unexercised option (the "Stock Option") to purchase five hundred thousand (500,000) shares of CAC Common Stock the common stock, $.001 par value. The "Option Shares" are to be fully vested and become exercisable immediately. The exercise price of the Option Shares shall be twenty cents (each$.20) per share. The option rights granted hereby shall be cumulative. Upon becoming exercisable, the option rights shall be exercisable at any time and from time to time, in whole or in part; provided, however, that options may be exercised for no longer than five (5) years from the date of this Agreement. The options shall be exercised by written notice directed to Employer, accompanied by a “CAC Stock Option”) willcheck payable to Employer for the Option shares being purchased. Employer shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the name of Executive. The certificates evidencing such shares shall bear the following restrictive legend, unless and until such shares have been registered in accordance with the Securities and Exchange Act of 1933, as amended (the "Act"): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. Employer shall use its best efforts to register the Option Shares under the Act at the Effective Timeearlier of such time as it registers shares issuable pursuant to a qualified employee stock option plan or such time as it registers shares beneficially owned by or issued to either or all of the following individuals: If, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) extent that the number of shares of CAC Common Stock common stock of Employer shall be increased or reduced by whatever action, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in stock, or the like, the number of shares subject to such CAC the Stock Option and (ii) the Exchange Ratiooption price per share shall be proportionately adjusted. If Employer is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an exercise price per share (rounded up equivalent price, and subject to the nearest whole cent) equal same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to (x) the exercise option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such CAC Stock Option divided by (y) shares shall not be more than the Exchange Ratio, and each unvested CAC Stock Option granted pursuant excess of the aggregate fair market value of all shares subject to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Executive additional benefits which he did not have under the old Stock Option, or deprive him of benefits which he had under the old Stock Option. Executive shall have no rights as a stockholder with respect to the Effective Time. Immediately prior to Option Shares until exercise of the Effective Time, each outstanding and unvested CEC Stock Option granted under to and payment of 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” (Option Price 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 Timeherein provided.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding the Acquiror will assume the Ledger Capital Corp. 1993 Stock Option Plan for Outside Directors and unexercised option to purchase shares the Ledger Capital Corp. 1993 Incentive Stock Option Plan, (collectively, the "Option Plans") and all of CAC Common Stock (each, a “CAC Stock Option”) willthe Company's obligations thereunder and may, at its election, provide for the merger of the Company's option plans into those of the Acquiror. At the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan Plans 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted outstanding option issued pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanOption Plans shall become an option to acquire, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such option (including, without limitation, the CAC time periods allowed for exercise), a number of shares of Acquiror Common Stock Plan for each CAC equal to the product of the Exchange Ratio and the number of shares of Company Common Stock Option subject to such option (provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded up to the nearest share), at a price per share (rounded down to the nearest cent) equal to the exercise price per share of the shares of Company Common Stock subject to such option divided by the Exchange Ratio. Notwithstanding the foregoing, with respect to options that are incentive stock options, the excess of the aggregate fair market value of the shares subject to the option immediately prior after the substitution over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before the substitution over the aggregate option price of such shares. The duration and other terms of the option shall remain the same, except that all references to the Company shall refer to the Acquiror. All options granted under the Options Plans shall be fully vested as of the day preceding the Effective Time. Immediately prior The Acquiror agrees to take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of options under 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) Plans assumed by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), Acquiror in either case within six (6) months following the Effective Timeaccordance with this Agreement.

Stock Options. Immediately prior Effective at commencement of Executive's employment, the Employer will grant to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent Executive an option to purchase CAC Common 75,000 shares of the common stock of Centennial Bancorp pursuant to and subject to the terms and conditions of the Restated 1995 Stock and will be converted automatically into Incentive Plan (the "Stock Plan"). An additional grant of an option to purchase 25,000 shares under the Stock Plan (or under a number of shares of CEC Common Stock (each, a “Converted Stock Option”similar subsequent plan adopted by the Employer) equal will be made by the Employer to the product (rounded down Executive by January 20, 1999, conditioned upon the Employer's achieving the 1998 performance goals established by the Board of Directors. Annually, beginning effective at January 1, 1999, the Executive will be granted an option to purchase 10,000 shares conditioned upon Employer's achieving the performance goals established by the Board of Directors for the prior Fiscal Year, and an additional 5,000 shares option if such 10,000 shares option is earned and the Employer achieves 110% of the prior Fiscal Year's after-tax profitability goal. Executive understands and acknowledges that Employer's grant of all stock options other than the initial 75,000 shares option is conditioned upon approval of a Stock Plan amendment or adoption of a successor Stock Plan by the shareholders of Employer and Centennial Bancorp, and that each stock option will be subject to a stock option agreement to be executed pursuant to the nearest whole share) Stock Plan. If the shareholders fail to approve an amendment or successor Stock Plan permitting grant of (i) all stock options due to Executive hereunder, then the number Board of shares of CAC Common Stock subject Directors may, instead, grant to such CAC Stock Option and (ii) the Exchange Ratio, Executive nonstatutory stock options at an the same exercise price per share (rounded up to and on the nearest whole cent) equal to (x) same other terms and conditions as if the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option options had been granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan Stock Plan. Vesting of Executive's right to exercise each stock option shall accrue as to one-third of the option shares for each completed year of Executive's employment following the effective date of the grant of the option, except that all unexercised options shall be amended to provide that it shall become fully vested and exercisable (at target performance levelsupon Executive's death or Disability, if applicable) or upon the optionee’s a Change of Control, or upon termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) this Agreement by the Surviving Entity Employer without Cause or any of its Subsidiaries or for by the Executive with Good Reason (as defined herein), in either case within six (6) months following the Effective TimeReason. Prior Executive's right to the Effective Time, the CAC Board exercise a vested stock option shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to not be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment forfeited on account of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Executive's employment by Employer with Cause or by Executive 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 TimeReason.

Stock Options. Immediately prior to On the Effective Time, each outstanding Blackbaud-SC hereby assigns, delegates and unexercised transfers to Blackbaud-DE, and Blackbaud-DE hereby assumes and continues: (i) all of the stock option to purchase shares plans of CAC Common Stock Blackbaud-SC (eachincluding, a “CAC Stock Option”without limitation, all of the rights, title, interests, remedies, powers, obligations and duties of Blackbaud-SC under such stock option plans) will, at in existence on the Effective Time, cease to represent an option and (ii) the outstanding and unexercised portions of all outstanding options to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Blackbaud-SC Common Stock (eachincluding, a “Converted Stock Option”) equal without limitation, all of the rights, title, interests, remedies, powers, obligations and duties of Blackbaud-SC under such stock options), whether granted under any such stock option plan or otherwise. The outstanding and unexercised portions of all options to purchase Blackbaud-SC Common Stock, including without limitation all options outstanding under the product (rounded down stock option plans of Blackbaud-SC and any other outstanding stock options shall, as of the Effective Time, become options to the nearest whole share) of (i) purchase the number of shares of CAC Blackbaud-DE Common Stock equal to the number of shares of Blackbaud-SC Common Stock subject to such CAC Stock Option and option (iior the unexercised portion of such option) the Exchange Ratio, at an exercise price per share (rounded up with no other changes to the nearest whole cent) equal terms or conditions thereof, unless such changes shall be required to maintain the tax qualified status of incentive stock options under the Internal Revenue Code of 1986, as amended (x) the exercise price "CODE"). Consistent with the provisions of such CAC the Code and the regulations, Blackbaud-DE may, in its discretion, grant new options to purchase shares of Blackbaud-DE Common Stock Option divided by (y) under the Exchange Ratiocontinued stock plans or otherwise, in the stead of Blackbaud-SC Common Stock as if Blackbaud-DE had been the creator of the stock option plans and stock options of Blackbaud-SC, and each unvested CAC Blackbaud-DE shall be substituted for and have all the obligations and liabilities of Blackbaud-SC under such continued stock plans and stock options. Subject to adjustment for any subsequent stock splits, stock dividends, combinations, recapitalizations or similar transactions, Blackbaud-DE Common Stock Option shall be substituted for Blackbaud-SC Common Stock on a 1-for-1 basis as to any options granted by Blackbaud-DE pursuant to the Caesars 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 optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity continued stock plans 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior otherwise subsequent to the Effective Time. Immediately prior to It is the Effective Timeintention of the parties hereto that while the benefits of the stock option plans and stock options of Blackbaud-SC shall be preserved for the employees of Blackbaud-SC, each the assumption of such stock option plans and the outstanding and unvested CEC unexercised portions of all options to purchase Blackbaud-SC Common Stock Option by Blackbaud-DE shall not confer any additional benefits on the holders of options 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 levelsstock option plans or otherwise, 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 whether now outstanding or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timehereafter granted.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plans and each outstanding option (other than Vested Options) to purchase shares of Target Common Stock under the Target Stock Option Plans that is unexercised as of the Effective Time shall be 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 have, and be subject to, the same terms and conditions set forth in the applicable Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (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 share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective 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) equal to (x) . It is the exercise price intention of such CAC Stock Option divided the parties that the options so assumed by (y) Acquiror qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of 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 Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately Within twenty (20) business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time, each Time was a holder of an outstanding and unvested CEC option under the Target Stock Option granted under Plans a document in form and substance satisfactory to Target evidencing 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 foregoing assumption of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) such option 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 TimeAcquiror.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (eacha "STOCK OPTION") granted under the Company's 1997 Equity Incentive Plan or the Stock Option Plan for Non-Employee Directors or pursuant to any other employee stock option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 2.11(c) of the Company Disclosure Schedule (the "COMPANY STOCK OPTION PLANS"), whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan pursuant to which such Stock Option was issued. If and to the extent that a “CAC Stock Option”) will, Option shall not have been exercised at the Effective Time, cease such Stock Option shall be automatically canceled. Each holder of a canceled Stock Option shall be entitled to represent receive as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") from the Company in consideration for such cancellation an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock amount in cash (each, a “Converted Stock Option”less applicable withholding taxes) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock previously subject to such CAC Stock Option and multiplied by (ii) the Exchange Ratioexcess, if any, of the equivalent cash value of the Merger Consideration at an the Effective Time over the exercise price per share of Common Stock previously subject to EXECUTION COPY EXHIBIT 2.1 such Stock Option (rounded up the "OPTION CONSIDERATION") upon surrender of such Stock Option to the nearest whole centCompany or an affidavit of loss in the form requested by Parent, together with such additional documentation as may be reasonably required by Parent or the Company. The surrender of a Stock Option in exchange for the Option Consideration in accordance with the terms of this Section 1.6(c) equal to (x) shall be deemed a release of any and all rights the exercise price holder had or may have had in respect of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 TimeOption. Prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions use its reasonable best efforts to obtain all necessary consents or releases from holders of Stock Options under the Company Stock Option Plans and take all such other actions lawful action as may be necessary to cause each CAC give effect to the transactions contemplated by this Section 1.6(c). Except as otherwise agreed to by the parties, (i) the provisions in the Company Stock Option Plans with respect to the right to issue or grant additional options or rights to acquire Common Stock shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be converted, assumed and amended, canceled as applicable, in accordance with the foregoing. Following of the Effective Time, except for and (ii) the amendment of the unvested CAC Stock Options granted pursuant Company shall use its reasonable best efforts to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 assure 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 TimeTime no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to terminate all such plans.

Stock Options. Immediately prior to Following the Effective TimeRetirement Date, each outstanding and unexercised option all of the Executive’s stock options granted by the Company to purchase shares of CAC Common the Company’s stock (the “Stock (each, a “CAC Stock OptionOptions”) will, at that are outstanding and vested on the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number Retirement Date shall remain exercisable in accordance with their terms. Any termination of shares of CEC Common Stock the Executive’s employment (each, a “Converted Stock Option”other than for death or Disability (as such term is defined in the Company’s long-term disability plan)) equal on or prior to the product (rounded down Retirement Date shall be deemed to be termination of employment for retirement with respect to the nearest whole share) terms of any outstanding Stock Options. Subject to the remainder of this Section 3(b), following the Retirement Date, all of the Stock Options, if any, that are outstanding and unvested on the Retirement Date shall continue to vest in accordance with their terms as if the Executive had remained employed by the Company, and once vested, shall remain exercisable in accordance with their terms. Notwithstanding anything contained in the immediately preceding sentence to the contrary, (i) Stock Options held by the number Executive that are unvested on the Retirement Date shall not continue to vest and shall not be exercisable until the date on which both the Supplementary Pension Payment and Black-Scholes values required to be determined under clause (ii) of shares of CAC Common Stock subject to such CAC this Section 3(b) have been determined (the “Stock Option Determination Date”), and (ii) on the Exchange RatioStock Option Determination Date, at an the Executive shall, and hereby will, cease to be eligible to vest in a number of unvested Stock Options (if there had been unvested stock options on the Retirement Date) with a Black-Scholes value equal to the amount of the Supplementary Pension Payment, or if the number of such unvested Stock Options has a Black-Scholes value less than the Supplementary Pension Payment, then the Executive shall cease to be eligible to vest in all of such unvested Stock Options. All Stock Options which shall no longer be eligible to vest as of the Stock Option Determination Date shall terminate as of the Stock Option Determination Date and shall under no circumstances become exercisable. If the Executive shall cease to be eligible to vest in less than all unvested Stock Options, then the Stock Options subject to termination under this Section 3(b) shall be determined by terminating first those with the highest per share exercise price per share (rounded up and then terminating Stock Options in descending order of exercise price. The applicable award agreements for the Stock Options that remain unvested following the Retirement Date are hereby amended to the nearest whole cent) equal extent necessary to (x) implement this Section 3(b); provided, however, that nothing herein shall amend such award agreements to eliminate or modify the exercise price provisions regarding cancellation and rescission of such CAC the Stock Option divided by (y) Options including without limitation the Exchange Rationon-disclosure, non-solicitation, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination assignment 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timeinventions provisions.

Stock Options. Immediately prior The parties acknowledge that the Compensation Committee of the Board of Directors of WTI (the “Compensation Committee”) granted to the Effective Time, each outstanding and unexercised option you (i) options to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock WTI’s common stock under WTI’s 2005 Performance Equity Plan and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC terms of the associated Stock Option Agreement dated January 26, 2009 and (ii) options to purchase shares of WTI’s common stock outside of any of WTI’s equity plans but subject to terms of the Exchange RatioStock Option Agreement dated January 28, at an exercise price per share 2010 (rounded up collectively, the “Options”). The Options are subject to the nearest whole cent) equal to (x) terms and conditions of the exercise price of such CAC Stock Option divided by (y) the Exchange RatioAgreements, provided however, and each unvested CAC notwithstanding anything to the contrary in the Stock Option granted pursuant Agreements, (A) in the event that a termination of your employment by the Company without Cause or a resignation from your employment for Good Reason occurs at any time other than during the Notice Period (as defined in Paragraph 6 below), (i) you shall be entitled to accelerated vesting only with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelsportion of the Options, if applicableany, that would have vested during the 12-month period immediately following the date of termination (“Post-Employment Period”); (ii) upon vesting shall otherwise cease as of the optionee’s termination last day of your employment without “cause” but the non-vested shares underlying the Option will not expire and the Option will not terminate until the last day of the Post-Employment Period; and (iii) if a Change in Control (as defined in the Caesars Acquisition Company 2014 Performance Incentive PlanStock Option Agreement) occurs during the Post-Employment Period, you shall be entitled to the same vesting with respect to the Options as you would have if you had been employed on the date of the Change in Control; and (B) in the event that a termination of your employment by the Surviving Entity Company without Cause or any of its Subsidiaries or a resignation from your employment for Good Reason occurs during the Notice Period (as defined hereinin Paragraph 6 below), in either case within six (6i) months you shall be entitled to accelerated vesting only with respect to the portion of the Options, if any, that would have vested during the six-month period immediately following the Effective Time. Prior to the Effective Time, the CAC Board date of termination (“Reduced Post-Employment Period”); (ii) vesting shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, otherwise cease as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to last day of your employment but the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock non-vested shares underlying the Option will continue to be governed by not expire and the same terms Option will not terminate until the last day of the Reduced Post-Employment Period; and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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, iii) if applicable) upon the optionee’s termination of employment without “cause” a Change in Control (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive PlanStock Option Agreement) by occurs during the Surviving Entity or any Reduced Post-Employment Period, you shall be entitled to the same vesting with respect to the Options as you would have if you had been employed on the date of its Subsidiaries or for Good Reason (as defined herein), the Change in either case within six (6) months following the Effective TimeControl.

Stock Options. Immediately Prior to the Effective Time, each holder of an outstanding Schuxx Xxxck Option (as defined in Section 4.3) to purchase shares of Schuxx Xxxmon Stock, shall have either (a) exercised such options (so long as such option is vested and exercisable at such time) or (b) agreed to the amendment of such options in the manner described in the following sentence. The Schuxx Xxxck Options outstanding as of the Effective Time shall be amended such that Oakwood shall be substituted for Schuxx xx a party thereto and shall continue to have, and be subject to, the same terms and conditions as set forth in the stock option plans and agreements pursuant to which such Schuxx Xxxck Options were issued as in effect immediately prior to the Effective Time, except that (a) each outstanding and unexercised option to purchase Schuxx Xxxck Option shall be exercisable for that number of whole shares of CAC Oakwood Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Schuxx Xxxmon Stock covered by such Schuxx Xxxck Option immediately prior to the Effective Time multiplied by the fraction obtained by dividing $22.50 by the closing price of Oakwood Common Stock subject to such CAC on the New York Stock Option and Exchange on the date hereof (ii) the "Exchange Ratio, at an exercise price per share (") and rounded up to the nearest whole centnumber of shares of Oakwood Common Stock and (b) the price at which each such Schuxx Xxxck Option is exercisable shall be equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Schuxx Xxxck Option immediately prior to the Effective TimeTime divided by the Exchange Ratio and rounded up to the nearest cent. Immediately prior Oakwood shall (i) reserve for issuance the aggregate number of shares of Oakwood Common Stock that will become issuable upon the exercise of such Schuxx Xxxck Options pursuant to this Section 3.2 and (ii) as soon as practicable after the Effective Time, file a registration statement on Form S-3 or Form S-8 (or any successor or other appropriate form), as determined by Oakwood, with respect to the shares of Oakwood Common Stock subject to such options and shall use its reasonable 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 such options remain outstanding. Nothing in this Section 3.2 shall affect the schedule of vesting with respect to the Schuxx Xxxck Options to be assumed by Oakwood. For each outstanding Schuxx Xxxck Option, Schedule 3.2 sets forth the number of shares of Schuxx Xxxmon Stock for which such option is exercisable 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 Timeexercise price with respect thereto.

Stock Options. Immediately Seller believes that the Acquired Business is capable of producing higher revenues and greater profitability than has been achieved by the Company prior to the Effective TimeClosing Date. Therefore, each outstanding and unexercised option in further consideration of the Stock sold by Seller to Purchaser pursuant to this Agreement and, without regard to the continuing employment status of Willxx, Xxhnxxx xxx Browx xx Purchaser or its affiliates, Seller shall be entitled to receive from Monarch options to purchase shares of CAC Monarch's Common Stock as described herein (which shall be allocated equally among the Sellers). Subject to the provisions of this Section 3.2, Seller shall be entitled to receive from Monarch options to purchase up to an aggregate of 40,000 shares of Monarch Common Stock (each, a “CAC Stock Option”) will, at based on the Effective Time, cease to represent an option to purchase CAC total shares of Monarch Common Stock and outstanding as of April 28, 1997) as set forth in the matrix attached as Exhibit B. Such options will be converted automatically into granted ratably following the end of each of the first five (5) calendar years following the date of Closing, commencing with the period January 1, 1998 through December 31, 1998 (each such period being referred to as an option "Earnout Period") subject to purchase a the achievement of the performance goals based on annual revenue and EBITDA over each of such five (5) calendar years as set forth in the matrix attached as Exhibit B. For this purpose, revenues mean, for the applicable Earnout Period, the gross revenues of the Acquired Business which shall be determined in accordance with generally accepted accounting principles, consistently applied, excluding capital or extraordinary gains or losses and any gain or loss from sales of investments, receivables, goodwill or agreements not to compete. Options granted hereunder, if any, shall be granted pursuant to Monarch's 1996 Equity Acquisition Option Plan (the "Plan"), and shall be subject to all limitations of such Plan, including the aggregate number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal options which may be granted thereunder. Any options granted pursuant to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, this Section 3.2 shall be at an exercise price per share (rounded up equal to the nearest whole cent) equal to (x) the exercise price IPO Price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 TimeMonarch Common Stock. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to this Section 3.2 shall be fully vested on the Caesars Acquisition Company 2014 Performance Incentive Plandate of grant and shall expire ten (10) years from the date of grant. Monarch shall grant the options to Seller for the applicable Earnout Period pursuant to this Section 3.2 on or before the one hundred twentieth (120th) day following the end of each of the applicable Earnout Periods. Options not earned by Seller during each applicable Earnout Period(s) shall not be available for grant to Seller in a subsequent Earnout Period. The items in the attached matrix (Exhibit B) shall be determined from Purchaser's financial records for the applicable Earnout Period and set forth in a statement (the "Statement"), represented by Purchaser that such Statement was prepared in accordance with this Agreement and generally accepted accounting principles. A copy of such Statement shall be delivered to Seller not later than forty-five (45) days after the end of each Converted Stock Option will continue to Earnout Period. Such Statements may be governed reviewed for accuracy by the same terms accountants employed by Seller. If within thirty (30) days after delivery of the Statement to Seller, Browx (xx any other representative designated by Seller in writing to Purchaser), on behalf of Seller, has not given written notice to Monarch disputing such Statement and conditions stating the basis of such dispute, Monarch shall thereafter have no further liability to grant options to Seller with respect to that Earnout Period except as were applicable under set forth in such Statement. If Monarch receives notice disputing the CAC Stock Plan for each CAC Stock Option immediately prior Statement within such thirty (30) day period, Seller's accountants and Purchaser's auditors shall use their best efforts to settle the Effective Timedispute within ninety (90) days after the giving of such dispute notice. Immediately prior If Purchaser's auditors and the accountants representing Seller are unable to resolve the Effective Timedispute within the ninety (90)-day period, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan dispute shall be amended submitted to provide that it an independent firm of certified public accountants of recognized national standing, reasonably satisfactory to Monarch and Seller, whose decision on such dispute 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 Timebe binding on all parties.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option (each, a "Company Stock Option") to purchase shares of CAC Company Stock granted under the Company Stock Plans that is outstanding immediately prior to the Effective Time (whether or not vested) shall be deemed fully vested and shall be cancelled in exchange for the right to receive shares of Parent Common Stock (eachwithout interest, a “CAC Stock Option”) willand subject to deduction for any required withholding Tax, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number with cash being paid in lieu of issuing fractional shares of CEC Parent Common Stock (each, Stock) with a “Converted Stock Option”) value equal to the product (rounded down to the nearest whole share) of (i) the number excess (if any) of shares of CAC Common Stock subject to the Merger Consideration Closing Value minus the exercise price per share under such CAC Company Stock Option and (ii) the Exchange Rationumber of shares subject to such Company Stock Option; provided, at an however, that (a) if the exercise price per share of any such Company Stock Option is equal to or greater than the Merger Consideration Closing Value, such Company Stock Option shall be cancelled without any payment being made in respect thereof, and (rounded up b) at the option of Parent, in lieu of paying all or a portion of the amounts due to a holder of Company Stock Options under this paragraph in shares of Parent Common Stock, Parent may substitute for such shares an equivalent amount in cash, and (c) such holders of Company Stock Options shall have delivered to the nearest whole cent) Company an executed Option Consent Agreement. For purposes of the preceding sentence, the shares of Parent Common Stock to be issued to holders of Company Stock Options shall be deemed to have a value equal to (x) the exercise closing price of Parent Common Stock on the NYSE on the trading day immediately preceding the Closing Date. Promptly following the Closing Date (and, in any event, within ten Business Days thereof), Parent shall (1) if any shares of Parent Common Stock are being issued to any holder of Company Stock Options, cause Parent's transfer agent to issue such CAC Stock Option divided by (y) the Exchange RatioParent Common Stock, and each unvested CAC (2) if any cash payments are being made to any holder of Company Stock Option granted pursuant Options, cause the Company to the Caesars 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 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 process such payments through its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timepayroll system.

Stock Options. Immediately prior to (i) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC acquire Waypoint Common Stock (each"Waypoint Option") which is then outstanding whether or not exercisable, a “CAC Stock Option”) will, at the Effective Time, shall become fully vested and exercisable and shall cease to represent an option a right to purchase CAC acquire shares of Waypoint Common Stock and will shall be converted automatically into an option to purchase a shares of Sovereign Common Stock and the corresponding number of Sovereign Stock Purchase Rights, and Sovereign shall assume each Waypoint Option, in accordance with the terms of the applicable Waypoint Stock Option Plan and stock option agreement by which such option is evidenced, except that from and after the Effective Time, (A) Sovereign and its Board of Directors or a duly authorized committee thereof shall be substituted for Waypoint and Waypoint's Board of Directors or duly authorized committee thereof administering such Waypoint Stock Option Plan, (B) each Waypoint Option assumed by Sovereign may be exercised solely for shares of CEC Sovereign Common Stock and accompanying Sovereign Stock Purchase Rights (eachsubject to any limited rights or cash settlement rights set forth in the applicable Waypoint Stock Option Plans or related Waypoint stock option agreements), a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iC) the number of shares of CAC Sovereign Common Stock subject to such CAC Stock Waypoint Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of Waypoint Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Waypoint Option immediately prior to the Effective Time. Immediately prior Time multiplied by the Exchange Ratio, provided that any fractional shares of Sovereign Common Stock resulting from such multiplication shall be rounded down to the Effective Timenearest share, and (D) the per share exercise price under each such Waypoint Option shall be adjusted by dividing the per share exercise price under each such Waypoint Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (C) and (D) of the preceding sentence, each outstanding and unvested CEC Stock Waypoint Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan which is an "incentive stock option" shall be amended adjusted as required by Section 424 of the IRC, and the regulations promulgated thereunder, so as not to provide that it shall become vested constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. Sovereign and exercisable (at target performance levels, if applicable) upon Waypoint agree to take all necessary steps to effect the optionee’s termination foregoing provisions 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 hereinthis Section 1.02(h), in either case within six (6) months following the Effective Time.

Stock Options. Immediately As of the Effective Time, (1) each outstanding option to purchase Infinop Shares listed on Section 4(b) of the DISCLOSURE SCHEDULE (AN "INFINOP STOCK OPTION") SHALL BE CONVERTED INTO AN OPTION (AN "ADJUSTED OPTION") to purchase the number of Vianet Shares equal to the number of Infinop Shares subject to such Infinop Stock Option immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at Time multiplied by the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product Conversion Ratio (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange RatioVianet Shares), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of for each such CAC Stock Option Infinop Share subject to such option divided by (y) the Exchange Conversion Ratio, and all references in each unvested CAC Stock Option granted pursuant SUCH OPTION TO INFINOP SHALL BE DEEMED TO REFER TO VIANET, WHERE APPROPRIATE; PROVIDED, HOWEVER, that the adjustments provided in this clause with respect to the Caesars 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 optionee’s termination of employment without “cause” any options which are "incentive stock options" (as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive PlanCode) by or which are described in Section 423 of the Surviving Entity or any Code, shall be affected in a manner consistent with the requirements of its Subsidiaries or for Good Reason Section 424(a) of the Code, and (2) Vianet shall assume the obligations of Infinop under the Infinop Stock Options and the Infinop 1998 Stock Option Plan (the "INFINOP STOCK OPTION PLAN") and stock option agreements between Infinop and the individuals listed on Section 4(b)(b) of the Disclosure SCHEDULE (THE "INFINOP STOCK OPTION AGREEMENTS"). For purposes of this Section 2(d) (viii), the Conversion Ratio shall be adjusted if Adjustment Escrow Shares (as defined herein), below) are delivered to Vianet as a result of a reduction in either case within six (6the Merger Consideration pursuant to Section 2(d)(x) months following such that the Effective Time. Prior Conversion Ratio will equal the actual rate at which Infinop Shares are converted into Vianet Shares in the Merger after giving effect to the Effective Timefull dollar amount of such reduction. The other terms of each Adjusted Option, and the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Infinop Stock Option Plan and Infinop Stock Option Agreements shall continue to be converted, assumed and amended, as applicable, apply in accordance with their terms. The date of grant of each Adjusted Option shall be the foregoingdate on which the corresponding Infinop Stock Option was granted. Following Vianet agrees that the Effective TimeInfinop Stock Option Plan shall be amended, except for to the amendment extent necessary, to reflect the transactions contemplated by this Agreement, including, but not limited, to the conversion of the unvested CAC Stock Options granted Infinop Shares held or to be awarded or paid pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Infinop Stock Option Plan and the Infinop Stock Option Agreements into Vianet Shares on a basis consistent with the transactions contemplated by this Agreement. Vianet shall (x) reserve for issuance the number of Vianet Shares that will continue become subject to the Infinop Stock Option Plan and the Infinop Stock Option Agreements referred to in this clause and (y) issue or cause to be governed by issued the same terms and conditions as were applicable under appropriate number of Vianet Shares pursuant to the CAC Stock Plan for each CAC Infinop Stock Option immediately prior to Plan and the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Infinop 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) Agreements upon the optionee’s termination exercise or maturation 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 rights existing thereunder at the Effective Time.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plans and each outstanding option to purchase shares of Target Common Stock under the Target Stock Option Plans, whether vested or unvested, shall be assumed by Acquiror. Target has delivered to Acquiror a schedule which is attached hereto as Schedule 5.16 (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 have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plans immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole cent) equal to (x) . It is the exercise price intention of such CAC Stock Option divided the parties that the options so assumed by (y) Acquiror qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of 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 Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately Within five (5) business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time, each Time was a holder of an outstanding and unvested CEC option under the Target Stock Option granted under Plans a document in form and substance satisfactory to Target evidencing 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 foregoing assumption of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) such option 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 TimeAcquiror.

Stock Options. Immediately Upon Executive’s executing and delivering this Agreement, (which date shall be the “Execution Date”) and actually commencing work at the Location, Executive shall be entitled to receive an option grant under Company’s 2005 Long Term Incentive Plan (“LTIP”) to purchase the 2,367,623 shares of Company’s common stock, $.001 par value per share. Of this amount, 2,029,391 shares (the “Vesting Options”) shall vest one-third per year for each year of Executive’s employment with all such shares vested upon the third anniversary of Starting Date. The additional 338,232 shares (the “Conditional Options”) shall immediately vest upon Company’s market capitalization, based upon its common stock price as quoted on the AMEX or any other national exchange on which such shares are then listed, priced on the day after the respective quarterly earnings call, remaining above $150 million for the period between any two quarterly earnings calls prior to the Effective Timefifth anniversary of Executive’s Starting Date while the Executive is employed, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal subject to the product terms and conditions of the LTIP. The term of the Vesting Options and the Conditional Options shall be five (rounded down 5) years, not to exceed the nearest whole share) expiration of (i) the number LTIP. The date of shares grant of CAC Common Stock subject to all such CAC Stock Option options shall be the Execution Date and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price shall equal the greater of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optioneeFair Market Value of Company’s termination of employment without “cause” (stock as defined in the Caesars Acquisition LTIP or $0.25 per share. Should there be a change in control of Company 2014 Performance Incentive Plan) by prior to all the Surviving Entity or any of its Subsidiaries or for Good Reason Executive’s options having vested and the Executive is thereafter terminated without “For Cause” (as defined hereinhereinafter defined), or Executive’s salary or bonus is diminished or Executive’s duties and responsibilities, or operational authority are materially diminished, during the one year period following a Change in either case within six Control (6) months a “Change of Control Event”), then the Vesting Options and the Conditional Options shall be deemed to vest in full and become immediately exercisable. Should the Executive not be terminated without “For Cause” following the Effective Time. Prior to the Effective Timea Change of Control Event, the CAC Board then any and all options granted hereunder shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, vest in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under of such options except that the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Conditional Options contingency shall be amended deemed 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 Timehave been satisfied.

Stock Options. Immediately prior Prior to the Effective Time, the Company and Acquiror shall take such action as may be necessary or appropriate for Acquiror, at its option, to assume or to issue a substitute option with respect to each outstanding unexpired and unexercised option to purchase shares of CAC Company Common Stock (eachcollectively, a “CAC the "COMPANY STOCK OPTIONS") under the Company's 1997 Stock Option”Incentive Plan (the "COMPANY STOCK PLAN") willor granted to certain officers independent of the Company Stock Plan, so that at the Effective Time, cease to represent an option to purchase CAC Common Time each Company Stock and Option will become or be converted automatically into replaced by an option to purchase a number of whole shares of CEC Acquiror Common Stock (each, a “Converted Stock Option”an "ACQUIROR OPTION") equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Company Common Stock subject to such CAC that could have been purchased (assuming full vesting) under the Company Stock Option and (ii) multiplied by the Exchange RatioRatio (and eliminating any fractional share), at an exercise a price per share (rounded up of Acquiror Common Stock equal to the nearest whole cent) equal to (x) the per-share option exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (as defined specified 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 TimeStock Option. Prior Each substituted Acquiror Option shall otherwise be subject to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under apply to the CAC related Company Stock Option. The date of grant of each substituted Acquiror Option for purposes of such terms and conditions shall be deemed to be the date on which the corresponding Company Stock Option was granted. As to each assumed Company Stock Option, at the Effective Time (i) all references to the Company in the stock option agreements with respect to the Company Stock Options being assumed shall be deemed to refer to Acquiror; (ii) Acquiror shall assume all of the Company's obligations with respect to the related Company Stock Option; and (iii) Acquiror shall issue to each holder of a Company Stock Option a document evidencing the foregoing assumption by Acquiror. Nothing in this Section 2.04 shall affect the schedule of vesting with respect to the Company Stock Options in accordance with the terms of such Company Stock Options, and Acquiror acknowledges that the Company Stock Plan for each CAC and the Company Stock Option immediately prior Options granted to Xxxxxx X. Xxxxx and Xxxxx X. Xxxxxxxx independent of the Company Stock Plan provide that such Company Stock Options will be 100% vested at the Effective Time. Immediately prior The Company represents and warrants that the assumption of Company Stock Options or substitution of Acquiror Options therefor, as contemplated by this Section 2.04, may be effected pursuant to the Effective Timeterms of the Company Stock Options, each outstanding the Company Stock Plan and unvested CEC the terms of the Company Stock Options granted to certain officers of the Company independent of the Company Stock Plan without the consent of any holder of a Company Stock Option granted under and without liability 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 Timesuch holder.

Stock Options. Immediately prior (a) 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 Effective Timefollowing: (i) adjust the terms of all outstanding Ascend Stock Options granted under Ascend Stock Plans, each outstanding and unexercised option whether vested or unvested, as necessary to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willprovide that, at the Effective Time, cease each Ascend Stock Option outstanding immediately prior to represent an option to purchase CAC Common Stock the Effective Time shall be amended and will be converted automatically into an option to purchase a acquire, on the same terms and conditions as were applicable under such Ascend Stock Option (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 shares of CEC Lucent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) as the holder of (i) the number of shares of CAC Common Stock subject to such CAC Ascend Stock Option and (ii) would have been entitled to receive pursuant to the Exchange RatioMerger had such holder exercised such Ascend Stock Option in full immediately prior to the Effective Time, at an exercise a price per share of Lucent Common Stock (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the shares of Ascend Common Stock otherwise purchasable pursuant to such CAC Ascend Stock Option divided by (yB) the Exchange Ratio, and each unvested CAC aggregate number of shares of Lucent Common Stock deemed purchasable pursuant to such Ascend Stock Option granted pursuant (each, as so adjusted, an "Adjusted Option"); and (ii) make such other changes to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended Ascend Stock Plans as Ascend and Lucent may agree are appropriate to provide that it shall become vested and exercisable give effect to the Merger, including as provided in Section 5.07. (at target performance levels, if applicableb) upon the optionee’s termination of employment without “cause” (As soon 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 practicable after the Effective Time, Lucent shall deliver to the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment holders of the unvested CAC Ascend Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective Ascend Stock Option will Plans and the agreements evidencing the grants of such Ascend Stock Options and that such Ascend Stock Options and agreements shall be assumed by Lucent and shall continue to be governed by in effect on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior (subject to the Effective Time. Immediately prior adjustments required by this Section 5.06 after giving effect to the Effective TimeMerger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Lucent, each outstanding together with the consideration therefor 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 levelsfederal withholding tax information, if applicable) upon any, required in accordance with the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive related Ascend Stock 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. Immediately On the Effective Date, each then outstanding stock option to purchase Primary Bank Common Stock ("Primary Bank Stock Options") pursuant to the employee and director stock option plans identified in Primary Bank Disclosure Schedules to the Reorganization Agreement (collectively, the "Primary Bank Stock Option Plans") (it being understood that the aggregate number of shares of Primary Bank Common Stock subject to purchase pursuant to the exercise of such Primary Bank Stock Options is not and shall not be more than 355,523), whether vested or unvested, will be assumed by Granite State. Each Primary Bank Stock Option so assumed by Granite State under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Primary Bank Stock Option Plans immediately prior to the Effective TimeDate, each outstanding and unexercised option to purchase except that (i) such Primary Bank Stock Options shall be exercisable (when vested) for that number of whole shares of CAC Granite State Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Primary Bank Common Stock covered by the Primary Bank Stock Option multiplied by the Exchange Ratio, provided that any fractional share of Granite State Common Stock resulting from such multiplication shall be rounded up to the nearest share; (each, a “Converted ii) the exercise price per share of Granite State Common Stock Option”) shall be equal to the product (exercise price per share of Primary Bank Common Stock of such Primary Bank Stock Option, divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option cent; and (iiiii) that the Exchange Ratio, at an exercise price per share holder of all Primary Bank Stock Options whose employment or affiliation is terminated as a result of the Merger (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s except termination of employment without “for cause” () shall have two years from the Closing Date to exercise the Primary Bank Stock Options. It is the intention of the parties that the Primary Bank Options assumed by Granite State qualify following the Effective Date as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any Internal Revenue Code of its Subsidiaries or for Good Reason (1986, as defined herein), in either case within six (6) months following the Effective Time. Prior amended to the Effective Time, extent that the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, Primary Bank Options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective TimeDate. 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 Promptly following the Effective TimeDate, Granite State shall reserve for issuance such number of shares of Granite State Common Stock as shall be necessary to be issued pursuant to the exercise of the options assumed by Granite State pursuant to this Article 6, and Granite State shall file a registration statement on Form S-8 to register the shares of Granite State Common Stock issuable in connection therewith.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Pinnacle Common Stock (each, a “CAC "Pinnacle Stock Option”") willissued pursuant to the Pinnacle Financial Services, at Inc. Executive Long Term Incentive Plan (also known as the Effective TimePinnacle Financial Services, Inc. 1993 Stock Option Plan), as amended, and the Indiana Financial Corporation 1986 Stock Option and Incentive Plan (together, the "Stock Option Plans"), whether or not exercisable or vested, shall cease to represent an option a right to purchase CAC acquire shares of Pinnacle Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option from and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 after the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such Pinnacle Stock Option (including the immediate vesting of such Pinnacle Stock Option to the extent that the terms thereof shall provide for such immediate vesting upon the consummation of the Merger), the number of full shares of CNB Common as the holder of such Pinnacle Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time. Immediately prior Time (determined by multiplying the aggregate number of shares of Pinnacle Common covered by such Pinnacle Stock Option by the Conversion Ratio), at a price per share equal to (y) the aggregate amount of the exercise prices for Pinnacle Common otherwise purchasable pursuant to such Pinnacle Stock Option, divided by (z) the number of full shares (and, subject to Section 5.04(d) hereof, for these purposes, any fractional share amount shall be rounded upwards to the Effective Time, each outstanding and unvested CEC next higher full share amount) of CNB Common deemed purchasable pursuant to such Pinnacle Stock Option granted under (determined as provided above in this Section 5.04(a)). In no event shall CNB be required 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 issue fractional shares 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 TimeCNB Common.

Stock Options. Immediately Each option to purchase shares of Fourth Shift Common Stock (a "Fourth Shift Option") outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. At the Effective Time, AremisSoft shall assume each Fourth Shift Option by virtue of the Merger and without any further action on the part of Fourth Shift or the holders thereof. AremisSoft shall assume each such option in such manner that AremisSoft (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to any such Fourth Shift Option, would be such a corporation were Section 424 of the Code applicable to such Fourth Shift Option. From and after the Effective Time, all references to "Fourth Shift" in the Fourth Shift Options and the related stock option agreements shall be deemed to refer to "AremisSoft." After the Effective Time, each Fourth Shift Option assumed by AremisSoft shall be exercisable upon the same terms and conditions as were in effect under the Fourth Shift Options and the related option agreements immediately prior to the Effective Time, except that (i) each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will Fourth Shift Option shall be converted automatically into an option to purchase a exercisable for that whole number of shares of CEC AremisSoft Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) equal to the number of shares of CAC Fourth Shift Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Fourth Shift Option immediately prior to the Effective Time. Immediately Time divided by 6.14159, (ii) the option price per share of AremisSoft Common Stock shall be an amount equal to the option price per share of Fourth Shift Common stock subject to such Fourth Shift Option in effect immediately prior to the Effective TimeTime multiplied by 6.14159 (the option price per share, each as so determined, being rounded upward to the nearest full cent), and (iii) any and all outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Fourth Shift Options, or any portion thereof, shall be amended to provide that it shall become accelerated and deemed fully vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination as 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." [THIS SPACE INTENTIONALLY LEFT BLANK]

Stock Options. Immediately At the Effective Time, each then outstanding (a) option to purchase shares of Marquee Common Stock granted by Marquee pursuant to Marquee's 1996 and 1997 Stock Option Plan (collectively, the "Stock Option Plans"), (b) option to purchase shares of Marquee Common Stock, dated October 7, 1997, granted by Marquee to Xxxxxx F.X. Sillerman, (c) option to purchase Marquee Common Stock, dated October 14, 1997, granted by Marquee to Xxxx Xxxxxxxx, (d) option to purchase Marquee Common Stock, dated August 26, 1997 or September 11, 1997, granted by Marquee to The Xxxx Alternative Income Fund, L.P., (e) option to purchase Marquee Common Stock, dated September 11, 1997 granted by Marquee to TSC, and (f) unit purchase option (the "Unit Purchase Option"), dated December 11, 1996, granted by Marquee to Royce Investment Group, Inc. (collectively, the "Options"), shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be assumed by SFX. The holders of such Options shall continue to have, and be subject to, the same terms and conditions set forth in the stock option plans and agreements pursuant to which such Options were issued as in effect immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Options shall be exercisable for that number of whole shares of CAC SFX Class A Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Marquee Common Stock subject covered by the Option immediately prior to such CAC Stock Option and (ii) the Effective Time multiplied by the Exchange Ratio, at an exercise price per share (Ratio rounded up to the nearest whole centnumber of shares of SFX Class A Common Stock, and (ii) the per share exercise price for the shares of SFX Class A Common Stock issuable upon the exercise of such assumed Option shall be equal to (x) the quotient determined by dividing the exercise price per share of Marquee Common Stock specified for such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option applicable stock option plan or agreement in effect immediately prior to the Effective TimeTime by the Exchange Ratio, rounding the resulting exercise price down to the nearest whole cent. Immediately prior to At the Effective Time, each outstanding and unvested CEC SFX shall reserve for issuance the number of shares of SFX Class A Common Stock Option granted under that will become issuable upon the exercise of the Options pursuant to this Section 2.04. Nothing in this Section 2.04 shall affect the schedule of vesting (or the acceleration thereof) with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Options to be assumed by SFX as provided in this Section 2.04. Notwithstanding anything to the contrary, nothing herein shall be amended require SFX to provide that it shall become vested and exercisable (at target performance levels, if applicable) issue fractional shares of SFX Class A Common Stock upon the optionee’s termination exercise 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 TimeOption.

Stock Options. Immediately prior to At the First Effective Time, each Company Option which is outstanding immediately prior to the First Effective Time, whether vested or unvested (“Old Stock Options”), shall be accelerated and unexercised option deemed vested and shall automatically be converted as of the First Effective Time into options to purchase shares of CAC Parent Common Stock (eachsuch options as so converted, a “CAC Assumed Options”), which Assumed Options shall be identical to the Old Stock Options in all material respects, except that (i) upon exercise of the Assumed Option”) will, at the Effective Time, cease to represent an option to purchase CAC optionholder will receive Parent Common Stock and will be converted automatically into an option to purchase a rather than Company Common Stock, (ii) the number of shares of CEC Parent Common Stock (each, a “Converted covered by each Assumed Option shall equal the number of shares of Company Common Stock Option”) equal to covered by the product corresponding Old Stock Option multiplied by the Exchange Ratio (rounded down to the nearest whole share) of ), (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (xiii) the exercise price of such CAC each Assumed Option shall equal the exercise price applicable to the corresponding Old Stock Option divided by the Exchange Ratio (yrounded down to the nearest whole xxxxx) and (iv) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to committee that administers the Caesars Acquisition Company 2014 Performance Incentive Plan plan by which such Assumed Options are governed 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 Acquisition Company 2014 Performance Incentive Plan) a committee established 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 TimeParent Board. Prior to the Effective TimeIn all other material respects, the CAC Board Assumed Options shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms of the Company Option Plan at and conditions as were applicable under after the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the First Effective Time, each outstanding and unvested CEC Stock Option granted under subject to such additional modifications as the Parent Board or such committee deems appropriate to reflect the Merger, to the Caesars Entertainment Corporation 2012 Performance Incentive extent permissible under the terms of the Company Option Plan without the consent of the holder of the Assumed Options. Promptly after the First Effective Time, Parent shall be amended use its reasonable best efforts to provide that it register the shares issuable upon exercise of the New Stock Options under the Securities Act of 1933, and to keep such registration in effect until such time as all New Stock Options have been exercised, expire or otherwise are no longer outstanding. As soon as practicable after the First Effective Time, Parent shall become vested and exercisable (at target performance levelsdeliver a notice to holders of Assumed Options describing the adjustments set forth in this Section 2.9. To the extent necessary to effect Parent’s obligations under this Section 2.9, if applicable) upon Parent shall assume sponsorship of the optionee’s termination Company Option Plan, effective as 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 First Effective Time.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall ------------- cause all outstanding options to purchase Tenneco Common Stock held by employees other than (i) 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 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 Effective TimeDistribution 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, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect 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 some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately At the Effective Time, each option to purchase shares of capital stock of the Company that is then outstanding, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement and without regard to any provisions thereof which permit modification to such terms by the Board of Directors of Company or Parent) of the Company's 1998-A Stock Plan (the "Stock Plan") and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, each outstanding by the Applicable Fraction, and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at rounding the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down resulting exercise price up to the nearest whole sharecent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged and shall continue to have, and be subject to, the same terms and conditions as set forth in the Stock Plan and/or stock option agreement by which such Company Option is evidenced immediately prior to the Effective Time; PROVIDED, HOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time; and PROVIDED, FURTHER, that if the employment of the holder of a Company Option is terminated by Parent other than for Cause or such holder terminates his or her employment with Parent for Good Reason, in each case within 180 days of the Closing Date, then, in addition to the portion of the Company Option which vests in accordance with its terms as a result of this transaction or such termination, an additional 25% of the shares originally issuable under such Company Option shall vest effective upon the date of such termination. The foregoing acceleration provision shall also apply to each holder of a Company Option who does not become an employee of Parent pursuant to Section 5.7 hereof. In addition, if any Company Option is exercised prior to the first anniversary of the Closing Date, then Parent shall deliver to such holder a certificate representing 90 percent of the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Section 1.6 and shall deliver to the escrow agent under the Escrow Agreement in the form of Exhibit C hereto (the "Escrow Agreement"), on behalf of such holder, a certificate representing 10 percent of the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1.6, which shall be deemed to be Escrow Shares for purposes of this Agreement and the Escrow Agreement. Such holder shall be deemed to be a Merger Stockholder for purposes of Sections 9 and 10.1 of this Agreement and the Escrow Agreement. By exercising a Company Option prior to the first anniversary of the Closing Date, the holder shall be deemed to have approved Sections 9 and 10.1 of this Agreement and the Escrow Agreement. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option and assumed Company Option, (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the of Parent Common Stock issuable upon exercise price of such CAC Stock assumed Company Option divided by and (yiii) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant Parent's commitment with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) accelerated vesting upon the optionee’s a termination of employment without “cause” (as described in this Section 1.6. 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 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 Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent that such Company Options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately prior to Parent shall file with the Effective TimeSEC, each outstanding and unvested CEC Stock Option granted under to no later than coincident with 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 effectiveness of the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) Resale Registration Statement contemplated by the Surviving Entity or Registration Rights Agreement attached as Exhibit K hereto, a registration statement on Form S-8 registering the shares of Parent Common Stock issuable upon exercise of any Company Options assumed by Parent pursuant to this Section 1.6. Parent shall use its commercially reasonable efforts to maintain the effectiveness of its Subsidiaries or such Registration Statement for Good Reason (so long as defined herein), such Company Options remain outstanding. Parent shall take all necessary corporate action to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options assumed in either case within six (6) months following the Effective Timeaccordance with this Section 1.6.

Stock Options. Immediately prior Section 2.2(c) of the Casden Disclosure Letter sets forth the options granted under the Casden Stock Plan, the dates on which options under the plan were granted, name of the optionee for each such grant, the number of options granted on each such date, the exercise price thereof, and the vesting schedule thereof. Pursuant to Section 10 of the Effective TimeCasden Stock Plan, upon notice from the Board (as defined in the Casden Stock Plan) of the pendency of the Merger, each outstanding unexpired and unexercised option to purchase shares a share of CAC Casden Common Stock granted under the Casden Stock Plan (each, a “CAC Stock "Casden Option”") will, at will become exercisable in full for a period of thirty (30) days following the delivery of such notice. AIC shall exercise his Casden Options prior to the Effective TimeTime on a net exercise basis. Immediately prior to the expiration of such thirty (30) day period, cease each holder of an unexercised Casden Option shall be entitled to represent receive from Casden in cancellation thereof a payment (subject to applicable withholding taxes) in an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) amount equal to the product (rounded down to the nearest whole share) of (i) the excess, if any, of $21.66, over the per share exercise price of such Casden Option, multiplied by the number of unexercised shares of CAC Casden Common Stock subject to such CAC Stock Casden Option (the "Option Settlement Amount"). The aggregate Option Settlement Amount in respect of each Casden Option shall be paid by AIMCO in cash to such option holder concurrently with the Closing. The surrender of a Casden Option shall be deemed a release of any and (ii) all rights the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price holder had or may have in respect of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timeoption.

Stock Options. Immediately (a) The Company shall take all actions necessary to provide that, immediately prior to the Effective Time, each Company Option then outstanding under any Company Stock Option Plan shall become vested and unexercised option exercisable with respect to purchase one hundred percent (100%) of the shares of CAC Company Common Stock (eachsubject to each such Company Option; provided that the holder of such Company Option renders continuous service to the Company as an employee, a “CAC Stock Option”) will, consultant or member of the Board of Directors of the Company from the date hereof until at least immediately prior to the Effective Time. At the Effective Time, cease to represent each Company Option then outstanding under any Company Stock Option Plan, whether or not then exercisable, shall be assumed and become an option to purchase CAC Parent Common Shares in accordance with this Section 2.4. Each Company Option so assumed shall continue to have, and be subject to, the same terms and conditions (including vesting schedule, as adjusted pursuant to the first sentence of this Section 2.4(a)) as set forth in the applicable Company Stock Option Plan and will any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Option shall be converted automatically into an option to purchase a exercisable (or shall become exercisable in accordance with its terms) for that number of shares of CEC whole Parent Common Stock (each, a “Converted Stock Option”) Shares equal to the product of the number of shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the sum of (A) the Exchange Ratio and (B) the quotient obtained by dividing the Common Cash Consideration by the Parent Closing Price (such sum, the "Option Exchange Ratio"), rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option Shares, and (ii) the Exchange Ratio, at an per share exercise price for the Parent Common Shares issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share (of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent) equal . Notwithstanding the foregoing, the conversion of any Company Options which are "incentive stock options," within the meaning of Section 422 of the Code, into options to (x) the exercise price purchase Parent Common Shares shall be made so as not to constitute a "modification" of such CAC Stock Option divided by (y) Company Options within the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to meaning of Section 424 of the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoingCode. Following the Effective Time, except for the amendment assumption of the unvested CAC Stock Options granted pursuant Company Options, all references to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted in the Company Options and the Company Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Plans shall be amended deemed 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 Timerefer to Parent.

Stock Options. Immediately prior to (a) At the Effective Time, each option granted by CNBFB under the CNBFB Option Plan, which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of CNBFB Common Stock and shall be converted automatically into a fully-vested option to purchase shares of CAC TSFG Common Stock in an amount and at an exercise price determined as provided below (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal otherwise subject to the product terms of the applicable CNBFB Option Plan, the agreements evidencing grants thereunder, and any other agreements between CNBFB and an optionee regarding CNBFB Options): (rounded down to the nearest whole share) of (i1) the number of shares of CAC TSFG Common Stock to be subject to the new option shall be equal to the product of the number of shares of CNBFB Common Stock subject to such CAC Stock Option the original option and (ii) the Exchange Ratio, at an provided that any fractional shares of TSFG Common Stock resulting from such multiplication shall be rounded to the nearest whole share (and .5 of a share shall be rounded up), and (2) the exercise price per share (rounded up to of TSFG Common Stock under the nearest whole cent) new option shall be equal to (x) the exercise price per share of such CAC CNFBB Common Stock Option under the original option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant provided that such exercise price shall be rounded to the Caesars Acquisition Company 2014 Performance Incentive Plan nearest cent (and .5 of a cent shall be amended to provide that it shall become vested and exercisable rounded up). (at target performance levels, if applicableb) upon the 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 the Effective Time, TSFG shall reserve for issuance the CAC Board shall adopt appropriate resolutions and take all other actions number of shares of TSFG Common Stock necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance satisfy TSFG's obligations under this Section. TSFG shall file with the foregoing. Following SEC no later than ten business days after the Effective Time, except for a registration statement on an appropriate form under the amendment Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of TSFG Common Stock subject to options to acquire TSFG Common Stock issued pursuant to this Section, and shall use its best efforts to maintain the current status of the unvested CAC Stock Options granted pursuant prospectus contained therein, as well as comply with applicable state securities or "blue sky" laws, for so long as such options remain outstanding; provided, however, that TSFG shall only be required to file and maintain the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue effectiveness of such registration statement with respect to options that are eligible to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Timeregistered on a Form S-8. Immediately prior (c) Prior to the Effective Time, TSFG and CNBFB shall take all such steps as may be required to cause any acquisitions of TSFG equity securities (including derivative securities with respect to any TSFG equity securities) and dispositions of CNBFB equity securities (including derivative securities with respect to any CNBFB equity securities) resulting from the transactions contemplated by this Agreement by each outstanding and unvested CEC Stock Option granted under individual who is anticipated to be subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall reporting requirements of Section 16(a) of the Exchange Act with respect to TSFG or who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to CNBFB, to be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon exempt under Rule 16b-3 promulgated under 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 TimeExchange Act.

Stock Options. Immediately prior to (a) At the Effective TimeDate, each outstanding and unexercised option to purchase shares of CAC TXEN Class A Common Stock pursuant to an option grant under the TXEN, Inc., 1996 Incentive Stock Option Plan or the TXEN, Inc., Key Employee Incentive Stock Option Plan (each, a “CAC Stock Option”the "Option Plans") will, which are outstanding at the Effective TimeDate (the "TXEN Options"), cease to represent an option to purchase CAC Common Stock and will whether or not exercisable, shall be converted automatically into an option and become rights with respect to purchase a number NRC Common Stock, and NRC shall assume each TXEN Option, in accordance with the terms of the Option Plan by which it is evidenced, except that from and after the Effective Date, (i) NRC and NRC's Board of Directors shall be substituted for TXEN and the Committee of TXEN's Board of Directors (including, if applicable, the entire Board of Directors of TXEN) administering such Option Plans, (ii) each TXEN Option assumed by NRC may be exercised solely for shares of CEC NRC Common Stock Stock, (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iiii) the number of shares of CAC NRC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up options shall be equal to the nearest whole cent) equal number of shares of TXEN Common Stock subject to (x) the exercise price of each such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock TXEN Option immediately prior to the Effective Time. Immediately prior Date multiplied by .451677 (the "Exchange Ratio"), and (iv) the per share exercise price under each such TXEN Option shall be adjusted by dividing the per share exercise price under each such TXEN Option by the Exchange Ratio and rounding up to the Effective Timenearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, each outstanding NRC shall not be obligated to issue any fraction of a share of NRC Common Stock upon exercise of TXEN Options, and unvested CEC any fraction of a share of NRC Common Stock that otherwise would be subject to a converted TXEN Option granted under shall represent the right to receive a cash payment upon exercise between the Caesars Entertainment Corporation 2012 Performance Incentive Plan market value of one share of NRC Common Stock at the time of exercise of such option and the per share exercise price of such option. The market value of one share of NRC Common Stock at the time of exercise of an option shall be amended to provide that it shall become vested and exercisable the closing price of such NRC Common Stock on the Nasdaq National Market (at target performance levelsas reported by THE WALL STREET JOURNAL or, if applicablenot reported thereby, any other authoritative source selected by NRC) upon on the optionee’s termination last trading day preceding the date of employment without “cause” (as defined in exercise. NRC and TXEN agree to take all necessary steps to effectuate the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any foregoing provisions of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timethis Section 5.6.

Stock Options. Immediately prior Each year while the Executive is employed pursuant to this Agreement, he shall be considered for an award of one or more options under the Corporation’s 1997 Omnibus Incentive Plan and any successor or substitute for such plan (the “Stock Option Plan”) by the Committee (as defined in the Stock Option Plan) at such time as awards are granted to other senior executives of the Corporation. Based upon the Corporation achieving targeted consolidated performance established by the Committee (which performance may be based upon criteria different than that utilized in determining the Annual Cash Bonus under Section 4(b) above), it is expected, if the Executive is then employed by the Corporation, that the Committee will grant to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at Executive one or more options under the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) Plan to acquire common stock of the Exchange Ratio, Corporation at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” Fair Market Value (as defined in the Caesars Acquisition Company 2014 Performance Incentive Stock Option Plan) on the date of grant with number of shares subject to such option(s) being determined by dividing the Black-Scholes value per share or such other value per share determined by an investment banking firm selected by the Surviving Entity or any Board of its Subsidiaries or for Good Reason Directors (as defined herein), in either case within six (6utilizing duration, volatility and other criteria reasonably selected by the Board of Directors) months following of the Effective Time. Prior shares that will be subject to the Effective Timeoption(s) into 100% of the Corporation Salary earned by the Executive for the preceding calendar year, which value per share shall be determined utilizing the same methodology (and the same assumptions applied to such methodology) that is used for grants of stock options at such time for other senior executives of the Corporation. If the Corporation’s consolidated performance is less or greater than the targeted consolidated performance established by the Committee, the CAC Board Executive may be awarded one or more options with a lesser or greater number of underlying shares, but the value of such shares on the date of grant utilizing the methodology (and assumptions) set forth above shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with no event exceed 200% of the foregoing. Following Corporation Salary earned by the Effective Time, except Executive for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option preceding calendar year. The grant will continue to be governed by the same terms and conditions made as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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” an ISO (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Stock Option Plan) by to the Surviving Entity or any of its Subsidiaries or for Good Reason maximum extent permissible and then as an NQSO (as defined hereinin the Stock Option Plan). Each option granted pursuant to the provisions hereof shall have an option term of 10 years and may be subject to a vesting schedule, provided: (i) vesting will continue following an Involuntary Termination at any time, (ii) such option to the extent outstanding and unexercisable shall become fully exercisable upon the death or disability of the Executive, (iii) all vested options shall be exercisable for the unexpired balance of the option term upon a termination of Executive’s employment other than as provided in the following subparts (iv) and (v) of this subsection, (iv) such option to the extent outstanding and unexercisable shall become fully exercisable upon a Change in Control if the unexercisable portion of the option would otherwise terminate or cease to be enforceable, in either case within six whole or in part, by reason of such Change in Control and shall remain exercisable for at least one year thereafter but not beyond the expiration of the option term, and (6v) months following the Effective Timeoption shall expire, terminate, and be forfeited upon a Termination for Cause or a termination pursuant to Section 7(g) below.

Stock Options. Immediately prior As of the Termination Date, you hold options (the “Options”) to the Effective Time, each outstanding and unexercised option to purchase acquire a total of 342,000 ordinary shares of CAC Common Stock the Company (each, a “CAC Stock OptionShares”) will, at the Effective Time, cease pursuant to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) a Share Option Grant Notice by and between you and the number of shares of CAC Common Stock subject to such CAC Stock Company dated January 1, 2020 (the “First 2020 Option Award”) and (ii) a Non-Statutory Stock Option Agreement by and between you and the Exchange RatioCompany effective as of December 17, at an exercise price per share 2020 (rounded up the “Second 2020 Option Award” and together with the 2020 Option Award, the “Option Awards”), which Options are subject to the nearest whole cent) equal Company’s 2019 Equity Incentive Plan (the “Equity Incentive Plan”). You acknowledge and agree that, if prior to (x) the exercise price of such CAC date hereof, you have not executed the Non-Statutory Stock Option divided by (y) Agreement evidencing the Exchange RatioSecond 2020 Option Award, you shall do so concurrently with your execution of this Agreement. As of the Termination Date, the Options will be vested as to 228,000 Shares, which vested portion of the Options shall remain subject to the applicable Option Award, the Equity Incentive Plan, and each any other agreements or other requirements applicable to such Options. All Options which are unvested CAC Stock Option as of the Termination Date have been cancelled as of that date, and you agree to return, no later than the Effective Date of this Agreement, the stock option certificates for all Options granted pursuant you which were unvested on the Termination Date. The vested portion of the Options must be exercised not later than six (6)-months following the Termination Date, and, to the Caesars Acquisition extent not exercised during such period, shall immediately and automatically terminate on the six (6)-month anniversary of the Termination Date with no consideration due to you. If you choose to exercise all or any portion of the Options, you agree that, without limiting any other provisions in favor of the Company 2014 Performance Incentive Plan contained in the Option Awards or the Plan, the Shares acquired thereunder shall be subject to Sections 9 and 10 of the Company’s Second Amended and Restated Shareholders Agreement, as the same may be further amended and restated from time to provide that it shall become vested time, and exercisable (at target performance levelsyou agree to execute all agreements requested by the Company to effectuate the forgoing. You acknowledge and agree that, if applicable) upon any portion of the optionee’s termination Options was granted as an incentive stock option under the U.S. Internal Revenue Code of employment without “cause” (1986, 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicablea result of the provisions of this Agreement, in accordance it shall cease to be so and the Company shall have no liability with respect to the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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. Immediately prior to the Effective Time, each outstanding and unexercised option You have been granted certain options to purchase shares of CAC Common Stock the Company’s common stock (eachcollectively, a the “CAC Stock OptionOptions”) will), at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal pursuant to the product Company’s applicable equity incentive plan(s), stock option agreement and other grant documents (rounded down collectively, the “Option Documents”). Under the terms of the Option Documents, vesting of the Options will cease as of the Separation Date; however, as an additional benefit to you, if you satisfy the nearest whole share) of Severance Preconditions, then: (i) the number of Company will modify and accelerate your vesting schedule to provide that all unvested shares of CAC Common Stock subject to such CAC Stock Option the Options will be deemed fully vested and exercisable as of the Separation Date; and (ii) the Exchange Ratio, at an Company will extend the period of time in which you are required to exercise price per share (rounded up vested shares subject to the nearest whole centOptions until the date that is one (1) equal to (x) year after the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” your Continuous Service (as defined in the Caesars Acquisition Company 2014 Performance Incentive PlanCompany’s applicable equity incentive plan(s)) by (the Surviving Entity or “Option Exercise Extension”). Except as expressly set forth in this paragraph, the Options remain subject to the terms of the Option Documents. You understand that you must affirmatively accept the Option Exercise Extension as described below. If you accept the Option Exercise Extension and the Option Exercise Extension becomes effective, to the extent applicable, such options will no longer qualify as incentive stock options (“ISOs”) and will instead be treated for tax purposes as nonqualified stock options (“NSOs”). As a result, you understand that you will lose certain advantageous tax treatment relating to ISOs and you must satisfy all applicable tax withholding obligations upon exercise of the Options. Your ability to accept the Option Exercise Extension in respect of any of its Subsidiaries your options will be open until the earliest of (i) March 10, 2023 (which, for the avoidance of doubt, is no greater than twenty-nine (29) calendar days from the date the Option Exercise Extension was first offered to you) and (ii) the date your Options expire or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, earlier terminate in accordance with their terms (11:59 p.m. Pacific Time on such date, the foregoing“Option Offer Expiration Time”). Following You acknowledge that failure to accept the Effective Option Exercise Extension on or before the Option Offer Expiration Time only impacts your right to the Option Exercise Extension and not any other provision of this Agreement. To accept (or decline) the Option Exercise Extension, you must deliver a fully completed and signed Option Exercise Extension Election Form, attached hereto as Exhibit D to [redacted], on or prior to the Option Offer Expiration Time. If this Agreement is revoked or otherwise does not become effective in accordance with its terms, then any acceptance of the Option Exercise Extension will be disregarded and will be of no force or effect. You acknowledge that if you fail to accept the Option Exercise Extension on or prior to the Option Offer Expiration Time, except for then the amendment Option Exercise Extension will not apply to any of the unvested CAC Stock your Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option and such Options will continue to be governed by their existing terms (including the same terms three (3) month post-termination exercise period). The Company makes no representation or guarantees regarding the status of any of your Options as ISOs or otherwise. You acknowledge that the Company is not providing tax advice to you and conditions as were applicable under that you have been advised by the CAC Stock Plan for each CAC Stock Option immediately prior Company to seek independent tax advice with respect to the Effective Time. Immediately prior to exercise and modification of the Effective Time, each outstanding options and unvested CEC Stock Option granted any other compensation and benefits that you are receiving 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 Timethis Agreement.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 At the Effective Time, the CAC Board outstanding options to purchase an aggregate of up to 3,545,662 shares of Company Common Stock (each a "Stock Option") granted under the Company's 1995 Stock Plan (the "Company Stock Plan"), whether vested or unvested, shall adopt appropriate resolutions be deemed assumed by the Parent and take all other actions necessary deemed to cause each CAC Stock Option constitute an option to be convertedacquire, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such Stock Option prior to the Effective Time (including terms and conditions relating to such Stock Option's term, exercisability, vesting schedule and status as an "incentive stock option" under Section 422 of the Code), the number (rounded down to the nearest whole number) of shares of Parent Common Stock equal to the aggregate of that number of shares of Parent Common Stock (based on the Exchange Ratio) as the holder of such Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Option in full immediately prior to the Effective TimeTime (not taking into account whether or not such Option was in fact exercisable). Immediately prior The exercise price for such Stock Options shall be the price per share equal to (x) the aggregate exercise price for Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (the exercise price per share, so determined, being rounded up to the Effective Time, nearest full cent). No payment shall be made for fractional shares. The aggregate number of shares of Parent Common Stock issuable upon the exercise of Options assumed by Parent pursuant to this Section 2.2(c) shall be referred to in this Agreement as the "Option Shares." Any adjustment to an incentive stock option made under this Section 2.2(c) shall comply with Section 424(a) of the Code. The Parent's assumption of each outstanding and unvested CEC Stock Option granted under pursuant to this Section 2.2(c) shall be subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended holder of such Stock Option executing and delivering 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 Parent the Stock Option Assumption Agreement in the Caesars Entertainment Corporation 2012 Performance Incentive Planform of Exhibit I hereto providing that ten percent (10%) by of the Surviving Entity or any Option Shares subject to such Stock Option will be deposited in escrow as security for the indemnification obligations of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeHolders under Article XI hereof.

Stock Options. Immediately (a) The Company shall take all reasonable actions necessary so that, immediately prior to the Effective Time, each (i) the options granted by the Company to purchase Company Common Stock ("Company Stock Options"), which are outstanding and unexercised option immediately prior to purchase shares 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 CAC Common the Company Stock Options held by such holder, shall be 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 (eachii) the outstanding Company Stock Options under the Company Stock Plan, a “CAC Stock Option”) willwhether vested or unvested, held by holders not employed by the Company immediately prior to the Effective Time or by holders who, at the Effective Time, cease to represent have not executed the consent described in (i) above shall be assumed by Parent and shall constitute an option to purchase CAC Common acquire, on the same terms and subject to the same conditions as were applicable under such Company Stock and will be converted automatically into an option to purchase a Option, the same number of shares of CEC Parent Common Stock (each, a “Converted as the holder of such Company Stock Option”) equal Option would have been entitled to receive pursuant to the product Merger had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately prior to the Effective Time (rounded down downward to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Rationumber), at an exercise a price per share (rounded up upward to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC aggregate exercise price for the shares of Company Common Stock Option granted purchasable pursuant to the Caesars Acquisition such 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeTime divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option in accordance with the foregoing. Immediately 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 Company Stock 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 Effective Time, each outstanding and unvested CEC Stock Option granted under except that the shares purchasable pursuant to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Repurchase Options and the purchase price per share shall be amended adjusted to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon reflect 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 TimeExchange Ratio.

Stock Options. Immediately prior to (a) Each grantee under any of the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock MII Legacy Equity Plans (each, i) who is a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and B&W Legacy Award Holder or will be converted automatically into a B&W Employee, or who will not be a B&W Employee but will serve on the board of directors of B&W and not on the board of directors of MII immediately after the Distribution Date, and (ii) who holds as of the Distribution Date, one or more MII Options, shall receive, as a replacement award in substitution for each such MII Option (which shall be cancelled), an option to purchase a number of shares of CEC B&W Common Stock under the B&W New Equity Plan (each, a “Converted Stock Replacement B&W Option”) having a value (calculated using the Post-Distribution B&W Share Price) equal to the product (rounded down value of the MII Common Stock subject to the nearest whole share) MII Option (calculated using the Pre-Distribution MII Share Price), as calculated pursuant to the following provisions. The number of shares of B&W Common Stock subject to a Replacement B&W Option shall be equal to the product of (i) the number of shares of CAC MII Common Stock subject to such CAC Stock an MII Option as of the Distribution Date and (ii) a fraction, the Exchange Ratio, at an numerator of which is the Pre-Distribution MII Share Price and the denominator of which is the Post-Distribution MII Share Price. Each such Replacement B&W Option shall have the same comparative ratio of the exercise price per share (rounded up to the nearest whole cent) equal to (x) Post-Distribution B&W Share Price as the exercise price of such CAC Stock each MII Option divided by to the Pre-Distribution MII Share Price. B&W shall be responsible for (yi) the Exchange Ratio, satisfaction of all tax reporting and each unvested CAC Stock Option granted pursuant to withholding requirements in respect of the Caesars 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 optionee’s termination exercise 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, Replacement B&W Options issued in accordance with this Section 3.4(a) and (ii) remitting the foregoingappropriate tax or withholding amounts to the appropriate taxing authorities. Following Replacement B&W Options shall not be exercisable until the Effective TimeRegistration Statement Effectiveness Date. Except as provided in the foregoing provisions of this Section 3.4(a), except for Replacement B&W Options granted under this Section 3.4(a) shall be granted on terms which are in all material respects identical (including with respect to vesting) to the amendment terms of the unvested CAC Stock MII Options granted pursuant with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timewhich they replace.

Stock Options. Immediately prior The Company hereby acknowledges that the Board of Directors of the Company has authorized the Company to negotiate and to enter into a written Consulting Agreement with Employee (the "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 Effective TimeCompany, each outstanding and unexercised option 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 CAC common stock of the Company, $.01 par value (the "Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange RatioStock"), at an exercise price per share (rounded up equal to the nearest whole cent) equal to (x) fair market value of such shares on the exercise 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 on such CAC Stock Option divided date as reported by The Nasdaq National Market. By his execution of this Agreement, Employee 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 entitled to receive cash compensation from the Company, in addition to the Options, in connection with his provision of additional services to the 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 (y5) year period from the Exchange Ratiodate of grant, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended exercisable in full immediately. The Company does hereby agree 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 Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of use its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior good faith reasonable efforts to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance file with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms Securities and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately Exchange Commission prior to the Effective Time. Immediately prior end of the Consulting Period a registration statement on 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 Effective Time, each outstanding and unvested CEC Stock Option granted under extent that it fails to file such a registration it will grant to Employee "piggyback" registration rights with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall shares of Common Stock underlying the Options. Employee acknowledges that unless the distribution to Employee of the shares of Common Stock underlying the Option is registered with the Securities and Exchange Commission, when issued upon Option exercise such shares will constitute "restricted securities" (within the meaning of the Securities Act of 1933, as amended), and can not 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 transferred by Employee in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by absence of subsequent registration or the Surviving Entity or any existence of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timean exemption from registration applicable to their distribution.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares All options which may be exercised for issuance of CAC Company Common Stock (whether or not vested) (each, a “CAC Stock Option” and collectively the “Stock Options”) willare described in the Company Disclosure Schedule and are issued and outstanding pursuant to the Company’s 1999 Stock Option Plan (the “Company Stock Option Plan”) and the agreements pursuant to which such Stock Options were granted (each, at an “Option Grant Agreement”). True and complete copies of the Company Stock Option Plans and all Option Grant Agreements relating to outstanding Stock Options have been delivered to Parent. Within ten days from the date hereof, the Company Stock Option Plans shall be amended, and the Board of Directors shall take all other actions necessary, such that all Stock Options which are outstanding immediately prior to the Effective Time, cease to represent an option to purchase CAC Common Time (“Old Stock and will Options”) shall automatically be converted automatically as of the Effective Time into an option options to purchase a number of shares of CEC Parent Common Stock (each“New Stock Options”), a “Converted which New Stock Option”) equal Options shall be identical to the product (rounded down to the nearest whole share) of Old Stock Options in all material respects, except that (i) upon exercise of the New Stock Options, the optionholder will receive Parent Common Stock rather than Company Common Stock, (ii) the number of shares of CAC Parent Common Stock subject to such CAC covered by each New Stock Option and (ii) shall equal the number of shares of Company Common Stock covered by the corresponding Old Stock Option multiplied by the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (xiii) the exercise price of such CAC each New Stock Option shall equal the exercise price applicable to the corresponding Old Stock Option divided by the Exchange Ratio and (yiv) the Exchange Ratiocommittee that administers the plan by which such New Stock Options are governed shall be a committee established by the Board of Directors of Lakeland. In all other material respects, and each unvested CAC the New Stock Options shall be governed by the terms of the Company Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested at and exercisable (at target performance levels, if applicable) upon the 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 after the Effective Time. Prior to Promptly after the Effective Time, Parent shall use its reasonable best efforts to register the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment shares issuable upon exercise of the unvested CAC New Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Securities Act of 1933, and to keep such registration in effect until such time as all New Stock Plan for each CAC Stock Option immediately prior to the 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 TimeOptions have been exercised.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares All options which may be exercised for issuance of CAC Company Common Stock (each, a “CAC Stock Option” and collectively the “Stock Options”) willare described in the Company Disclosure Schedule and are issued and outstanding pursuant to the Company’s 2002 Incentive Stock Option Plan, the Company Bank’s 2000 Incentive Stock Option Plan, the Company’s 2002 Stock Option Plan for Non-Employee Directors, the Company Bank’s 1998 Stock Option Plan for Non-Employee Directors or the Company Bank’s 1996 Stock Option Plan (collectively, the “Company Stock Option Plans”) and the agreements pursuant to which such Stock Options were granted (each, an “Option Grant Agreement”). True and complete copies of the Company’s Stock Option Plans and all Option Grant Agreements relating to outstanding Stock Options have been delivered to Parent. Pursuant to the terms of the Company Stock Option Plans and the consents described in this Section 1.6, the Company shall take the following actions: (x) at least ten business days prior to the anticipated Election Deadline, the Company shall give all holders of Stock Options the choice of either (A) exercising their Stock Options (whether or not then vested) prior to the Election Deadline or (B) having their unexercised Stock Options cancelled immediately prior to the Effective Time in return for the payment set forth below (the “Cancellation Choice”, it being understood that any such holder who fails to specify any such choice prior to the Election Deadline shall be deemed to have elected the Cancellation Choice) and (y) the Company shall give each person exercising Stock Options prior to the Election Deadline a Form of Election in a manner consistent with Section 1.5(i). Between the date hereof and the Closing, the Company and the Company Bank shall take all other actions necessary to effect the provisions of this Section 1.6. Concurrent with the execution of this Agreement, the Company has delivered to Parent a consent form in which each holder of Stock Options granted under the Company’s 2002 Stock Option Plan for Non-Employee Directors or the Company Bank’s 2000 Stock Option Plan for Non-Employee Directors has consented to the steps contemplated by this Section 1.6 with respect to such holder’s Stock Options. At the Effective Time, cease each Stock Option which is outstanding and unexercised immediately prior thereto, whether or not then vested or exercisable, shall be canceled and all rights thereunder shall be extinguished. As consideration for such cancellation, the Company shall make payment immediately prior to represent the Effective Time to each holder of an option to purchase CAC Common outstanding Stock and will be converted automatically into Option of an option to purchase a amount, if any, determined by multiplying (x) the number of shares of CEC Company Common Stock underlying such Stock Option by (each, a “Converted Stock Option”y) an amount equal to the product excess (rounded down to the nearest whole shareif any) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and Per Share Cash Consideration, over (ii) the Exchange Ratio, at an exercise price per share (rounded up of such Stock Option, provided, however, that no such payment shall be made to a holder unless and until such holder has executed and delivered to the nearest whole cent) equal to (x) the exercise price of Company an instrument in such CAC Stock Option divided form prescribed by (y) the Exchange Ratio, Parent and each unvested CAC Stock Option granted pursuant reasonably satisfactory to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended accepting such payment in full settlement of his or her rights relative 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 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 Timesuch Stock Options. Prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions and take or cause to be taken all other actions necessary to cause each CAC required under the Company Stock Option Plans to be converted, assumed and amended, as applicable, in accordance with provide for the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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. Immediately prior to At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Company Stock Option”) will, at to purchase shares of Company Stock granted under the Company Stock Plans that is outstanding immediately prior to the Effective Time, cease Time (whether or not vested) shall be deemed fully vested and shall be cancelled in exchange for the right to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of receive shares of CEC Parent Common Stock (eachwithout interest, and subject to deduction for any required withholding Tax, with cash being paid in lieu of issuing fractional shares of Parent Common Stock) with a “Converted Stock Option”) value equal to the product (rounded down to the nearest whole share) of (i) the number excess (if any) of shares of CAC Common Stock subject to the Merger Consideration Closing Value minus the exercise price per share under such CAC Company Stock Option and (ii) the Exchange Rationumber of shares subject to such Company Stock Option; provided, at an however, that (a) if the exercise price per share of any such Company Stock Option is equal to or greater than the Merger Consideration Closing Value, such Company Stock Option shall be cancelled without any payment being made in respect thereof, and (rounded up b) at the option of Parent, in lieu of paying all or a portion of the amounts due to a holder of Company Stock Options under this paragraph in shares of Parent Common Stock, Parent may substitute for such shares an equivalent amount in cash, and (c) such holders of Company Stock Options shall have delivered to the nearest whole cent) Company an executed Option Consent Agreement. For purposes of the preceding sentence, the shares of Parent Common Stock to be issued to holders of Company Stock Options shall be deemed to have a value equal to (x) the exercise closing price of Parent Common Stock on the NYSE on the trading day immediately preceding the Closing Date. Promptly following the Closing Date (and, in any event, within ten Business Days thereof), Parent shall (1) if any shares of Parent Common Stock are being issued to any holder of Company Stock Options, cause Parent’s transfer agent to issue such CAC Stock Option divided by (y) the Exchange RatioParent Common Stock, and each unvested CAC (2) if any cash payments are being made to any holder of Company Stock Option granted pursuant Options, cause the Company to the Caesars 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 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 process such payments through its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timepayroll system.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option to ------------- purchase shares of CAC Company Common Stock (each, a “CAC "Company Stock Option”") willunder the Company Option Plans, at whether or not vested, shall be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such Company Stock Options immediately prior to the Effective TimeTime (including, cease to represent an option to purchase CAC without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than the transactions contemplated by this Agreement), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock and will be converted automatically into an option equal to purchase a the product of the number of shares of CEC Company Common Stock (each, a “Converted that were issuable upon exercise of such Company Stock Option”) equal Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share (of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal . Parent shall comply with the terms of all such Company Stock Options and use its best efforts to (x) ensure, to the exercise price of such CAC Stock extent required by and subject to the provisions of, the Company Option divided by (y) the Exchange RatioPlans, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition extent permitted under the Code, that any Company 2014 Performance Incentive Plan shall be amended Stock Options that qualified for tax treatment as incentive stock options under Section 422 of the Code prior 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 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 Effective Time continue to so qualify after the Effective Time. Prior Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of assumed Company Stock Options on the terms set forth in this Section 5.8(a). As soon as practicable after the Effective Time, the CAC Board Parent shall adopt appropriate resolutions and take all other actions necessary deliver to cause each CAC holder of a Company Stock Option to be converted, assumed and amended, as applicable, in accordance with a document evidencing the foregoing. Following the Effective Time, except for the amendment foregoing assumption of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition such Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 TimeParent.

Stock Options. Immediately prior to At the Effective Time, each outstanding unexpired and unexercised option to purchase shares or acquire a share of CAC Company Common Stock under the Option Plan or otherwise (each, a “CAC Company Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will shall be converted automatically into an option to purchase a the number of shares of CEC Parent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (ix) the Stock Option Conversion Fraction multiplied by (y) the number of shares of CAC Company Common Stock subject which could have been obtained prior to the Effective Time upon the exercise of each such CAC Stock Option and option (ii) rounded to the Exchange Rationearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price for each such share of Company Common Stock subject to a Company Stock Option divided by the Stock Option Conversion Fraction, and all references to the Company in each such option shall be deemed to refer to Parent, where appropriate. The other terms of such Company Stock Options shall continue to apply in accordance with their terms, including any provisions for the acceleration of vesting resulting from the consummation of the transactions contemplated by this Agreement (or any subsequent termination of employment) pursuant to such preexisting terms and conditions. Each Company Stock Option converted pursuant to the terms of this Section 5.7(a) shall be referred to as a “Parent Exchange Option.” In connection with the issuance of Parent Exchange Options, Parent shall reserve for issuance the number of shares of Parent Common Stock that will become subject to Parent Exchange Options pursuant to this Section 5.7(a). As promptly as reasonably practicable after the Effective Time, Parent shall issue to each holder of an outstanding Parent Exchange Option a document evidencing the foregoing assumption by Parent. Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form that Parent is eligible to use) under the Securities Act on the Closing Date with respect to the shares of Parent Common Stock subject to Parent Exchange Options and shall use its reasonable best efforts to cause such registration statement to remain effective until the exercise or expiration of the Parent Exchange Options. For purposes of this Section 5.7(a), the Stock Option Conversion Fraction shall mean the sum of (x) the exercise price of such CAC Mixed Election Stock Option divided by Exchange Ratio plus (y) the fraction resulting from dividing the Per Share Cash Amount by the closing price per share of the Parent Common Stock on the NYSE on the last trading day immediately preceding the Closing Date. The number of shares subject to any Parent Exchange RatioOption and the exercise price per share of such Parent Exchange Option shall be determined in a manner which would not result in the conversion of Company Stock Options into Parent Exchange Options being treated as a new grant of stock options under Section 409A of the Code, and each unvested CAC Stock Option granted pursuant the Company and Parent shall agree upon any adjustments to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicablethis Section 5.7(a) upon the 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment avoid such new grant of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timestock options.

Stock Options. Immediately prior to On the Effective TimeDate, each outstanding and unexercised option Executive will be granted options to purchase One Million (1,250,000) shares of CAC Common Stock (each, a “CAC Stock Option”) will, at common stock of the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, Company at an exercise price equal to $1.01 per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Non-Qualified Stock Option Agreement (the “Stock Option Agreement”) which is attached hereto as Exhibit B to the Agreement. THE SHARES ISSUABLE PURSUANT TO THIS AGREEMENT ARE SUBJECT TO AN OPTION TO REPURCHASE AND A RIGHT OF FIRST REFUSAL PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN AND THIS AGREEMENT IS ENTERED INTO PURSUANT THERETO. COPIES OF THE PLAN ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. SWIFT FOODS COMPANY 2002 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT November 6, 2006 Rxx Xxxxxxx c/o Swift Foods Company 2014 Performance Incentive 1000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Re: Grant of Stock Option Dear Ray: The Board of Directors of Swift Foods Company (the “Company”) has adopted the Company’s 2002 Stock Option Plan (the “Plan”) for certain individuals, directors and key employees of the Company and its Related Entities. A copy of the Plan is being furnished to you concurrently with the execution of this Option Agreement and shall be amended deemed a part of this Option Agreement as if fully set forth herein. The terms and provisions of that certain employment agreement between you and the Company, dated as of November 6, 2006 (together with any successor or replacement agreement, the “Employment Agreement”), that relate to provide or affect the Option are incorporated herein by reference. Terms not defined herein that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as are defined in the Caesars Acquisition Company 2014 Performance Incentive Employment Agreement shall have the respective meanings set forth in the Employment Agreement. Terms not defined herein that are not defined in the Employment Agreement shall have the respective meanings set forth in the Plan) by . In the Surviving Entity event of any conflict or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following inconsistency between the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under of this Option Agreement and the CAC Stock Plan for each CAC Stock Option immediately prior to terms and conditions of the Effective Time. Immediately prior to Employment Agreement, the Effective Time, each outstanding terms and unvested CEC Stock Option granted under to conditions of the Caesars Entertainment Corporation 2012 Performance Incentive Plan Employment Agreement 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 Timecontrolling.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board of Directors of the Company (the "Company Board") (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to cause each CAC Stock Option to be convertedprovide that, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding unexpired and unvested CEC unexercised Option under any Company Stock Option granted under Plan, whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Option shall be entitled to receive, in consideration of the cancellation of such Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other taxes required by applicable Legal Requirements to be withheld) of an amount equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended product of (A) the total number of shares of Company Common Stock previously subject to provide that it shall become vested such Option and exercisable (at target performance levelsB) the excess, if applicable) upon any, of the optionee’s termination Per Share Price over the exercise price per share of employment without “cause” Company Common Stock previously subject to such Option (such amounts payable hereunder being referred to 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"Option Payment"), in either case within six (6) months following . From and after the Effective Time, any such cancelled Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and the Company shall obtain all necessary consents to ensure that former holders of Options will have no rights other than the right to receive the Option Payment. As of the Effective Time, all Company Stock Option Plans shall be terminated and no further Options shall be granted thereunder. No less than thirty (30) days prior to the Effective Time, the Company shall provide each holder of an unexpired and unexercised Option under any Company Stock Option Plan with written notice of the potential merger contemplated by this Agreement, in a manner reasonably satisfactory to Parent and Parent's counsel. Such written notice will notify the holder of an unexpired and unexercised Option of the right to exercise such Option within thirty (30) days from the date of the notice, and that such Option will terminate upon the expiration of the 30-day period. As an alternative to the foregoing, prior to the Effective Time, the Company may adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, prior to the Effective Time, each unexpired and unexercised Option under any Company Stock Option Plan, whether or not then exercisable or vested, shall be exercisable prior to the Effective Time and, if not so exercised, shall be terminated.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) 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 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 Effective TimeDistribution 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, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of TENNECO DISTRIBUTION AGREEMENT E-5 62 applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect 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 some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately prior As of the close of business on the Reference Date: (i) 2,079,286 shares of LTX-Credence Common Stock were subject to issuance pursuant to outstanding LTX-Credence Options (as defined below) to purchase LTX-Credence Common Stock under the applicable LTX-Credence Stock Plan (as defined below) (equity or other equity-based awards, whether payable in cash, shares or otherwise, whether or not granted under or pursuant to the Effective TimeLTX-Credence Share Plans, each outstanding other than LTX-Credence Restricted Shares or LTX-Credence Restricted Share Units, are referred to in this Agreement as “LTX-Credence Options”), and unexercised option to purchase (ii) 646,565 shares of CAC LTX-Credence Common Stock (eachare reserved for future issuance under the LTX-Credence Share Plans, a “CAC Stock Option”) will, at including 326,477 shares reserved for issuance under the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole shareLTX-Credence Purchase Plan. Section 2.2(c) of the LTX-Credence Disclosure Schedule sets forth a complete and accurate list of all stock option plans or any other plan or agreement adopted by LTX-Credence that provides for the issuance of equity to any Person (ithe “LTX-Credence Share Plans”). LTX-Credence has made available to Verigy complete and accurate copies of all LTX-Credence Share Plans and the forms of all award agreements evidencing outstanding awards under such plans. LTX-Credence has made available to Verigy a true and complete list of each LTX-Credence Option outstanding as of the Reference Date, and (1) the particular LTX-Credence Stock Plan or other arrangement pursuant to which such LTX-Credence Option was granted, (2) the name of the holder of such LTX-Credence Option, (3) the number of shares of CAC LTX-Credence Common Stock subject to such CAC Stock Option and LTX-Credence Option, (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x4) the exercise price of such CAC Stock Option divided by LTX-Credence Option, (y5) the Exchange Ratiodate on which such LTX-Credence Option was granted, (6) the applicable vesting schedule, and each unvested CAC Stock the extent to which such LTX-Credence Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become was vested and exercisable as of the Reference Date, (at target performance levels7) the date on which such LTX-Credence Option expires and (8) whether such LTX-Credence Option is intended to qualify as a nonstatutory stock option or an “incentive stock option” within the meaning of Section 422 of the Code. All shares of LTX-Credence Common Stock subject to issuance under the applicable LTX-Credence Benefit Plans, if applicable) upon issuance on the optionee’s termination of employment without “cause” (as defined terms and conditions specified in the Caesars Acquisition Company 2014 Performance Incentive Plan) instruments pursuant to which they are issued, would be duly authorized, validly issued, fully paid and nonassessable. All grants of LTX-Credence Options were validly issued and properly approved by the Surviving Entity Board of Directors of LTX-Credence (or any of its Subsidiaries a duly authorized committee or for Good Reason (as defined herein), subcommittee thereof) in either case within six (6) months following material compliance with all applicable Legal Requirements and recorded on the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, LTX-Credence Financials in accordance with the foregoingGAAP. Following the Effective Time, except for the amendment As of the unvested CAC Stock Options granted pursuant Reference Date, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights or equity based awards (whether payable in cash, shares or otherwise) with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms LTX-Credence other than as set forth in Sections 2.2(b) and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 hereinc), in either case within six (6) months following the Effective Time.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) 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 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 Effective TimeDistribution 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, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of TENNECO DISTRIBUTION AGREEMENT applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect 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 some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately prior to The Compensation Committee of the Effective TimeBoard of Directors, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent will award Executive 100,000 incentive stock options on Employer’s common stock with an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (fair market value as defined in the Caesars Acquisition Company 2014 Performance 1998 Stock Incentive Plan) 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 Surviving Entity or any Compensation Committee of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Board of Directors pursuant to the Effective TimeEmployer’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 (10) 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 CAC 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 shall adopt 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 resolutions and take all other actions necessary to cause each CAC Stock Option number of shares to be convertedgranted. In the event of any conflict between the terms of this Agreement and any other oral or written representation regarding stock options, assumed on the one hand, and amendedthe terms of the stock option agreement or the stock option plan, as applicable, the terms of the latter two documents shall govern. The Employer represents and warrants that the Stock Incentive Plan has been approved in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant applicable law and that Employer will adopt any additional stock option plans and Agreements in form substantially identical to the Caesars Acquisition Company 2014 Performance Employer’s 1998 Stock Incentive Plan, each Converted Plan and the Stock Option will continue Agreement necessary to be governed by award Executive the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timeadditional options described hereunder.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding Navius Option under the Navius Option Plans, whether vested or unvested, shall be assumed by Endosonics and unexercised option deemed to purchase shares of CAC Common Stock (eachconstitute an Endosonics Option to acquire, a “CAC Stock on the same terms and conditions as were applicable under the Navius Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Endosonics Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Navius Common Stock subject issuable had the holder of such Navius Option exercised such option in full immediately prior to such CAC Stock the Effective Time multiplied by the Option and Exchange Ratio (ii) rounded down to the Exchange Rationearest whole number), at an exercise a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Navius Common Stock otherwise purchasable pursuant to such Navius Option divided by (ii) the number of full shares of Endosonics Common Stock deemed purchasable pursuant to such Endosonics Option in accordance with the foregoing; provided, however, that, in the case of any Navius Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Endosonics of the Navius Options pursuant to this Section 6.5(a), Navius shall be deemed to have assigned to Endosonics, effective at the Effective Time, Navius's right to repurchase unvested shares of Navius Common Stock issuable upon the exercise of the Navius Options or previously issued upon the exercise of options granted under the Navius Option Plans, in accordance with the terms of the Navius Option Plans and the related stock option agreements and stock purchase agreements entered into under the Navius Option Plans. For purposes of the foregoing, "OPTION EXCHANGE RATIO" shall be determined by dividing (x) the exercise price of such CAC quotient obtained by dividing (A) $15,500,000 by (B) the Reference Stock Option divided Price, by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 TimeTotal Capitalization Number.

Stock Options. Immediately prior As soon as practicable following the date of this Agreement, Buyer and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's stock option plans (collectively, the "Company Option Plans")) shall take such action and the Company shall obtain all such agreements and consents, if any, as may be required to effect the following provisions of this Section 2.5(n). As of the Effective Time, Time each outstanding and unexercised option to purchase shares of CAC Common Stock pursuant to the Company Option Plans (each, a “CAC "Company Stock Option”") will, at the Effective Time, cease to represent an option to purchase CAC Common Stock which is then outstanding shall be assumed by Buyer and will be converted automatically into an option (or, at Buyer's election, Buyer may grant a new substitute option under the terms of Buyer's stock option plan) (an "Assumed Stock Option") to purchase a the number of shares of CEC Buyer Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down up to the nearest whole share) of equal to (ix) the number of shares of CAC Common Stock subject to such CAC Stock Option and option multiplied by (iiy) the Exchange Ratio, at an exercise price per share of Buyer Common Stock (rounded up down to the nearest whole centpennx) equal xxual to (xA) the former exercise price per share of Common Stock under such CAC Stock Option option immediately prior to the Effective Time divided by (yB) the Exchange Ratio; provided, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide however, 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 Acquisition case of any 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment which Section 421 of the unvested CAC Internal Revenue Code applies by reason of its qualification under Section 422 of the Internal Revenue Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Internal Revenue Code. Except as provided above, each Assumed Stock Options granted pursuant Option shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms expiration date and conditions vesting provisions as were applicable under the CAC Stock Plan for each CAC to such converted Company Stock Option immediately prior to the Effective Time. Immediately prior to Promptly after the Effective Time, each outstanding Buyer shall use its reasonable best efforts to prepare and unvested CEC file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Buyer Common Stock Option granted under subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding. Buyer shall be amended take all corporate action necessary to provide that it shall become vested and exercisable (at target performance levels, if applicable) reserve for issuance under an appropriate stock option plan of Buyer a sufficient number of shares of Buyer Common Stock for delivery upon exercise of 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 Timeoptions described above.

Stock Options. Immediately The Company represents to Parent that (i) all outstanding options that, as of the date hereof, may be exercised for shares of Company Common Stock (whether or not vested) (each, a “Stock Option” and collectively the “Stock Options”) are described in Section 3.2(a) of the Company Disclosure Schedule and are presently governed by plans referenced in Section 3.2(a) of the Company Disclosure Schedule (collectively, the “Company Stock Compensation Plans”) and the agreements pursuant to which such Stock Options were granted (each, an “Option Grant Agreement”), (ii) the Stock Options presently governed by the Company Stock Compensation Plans represent the right to purchase Company Common Stock and not the capital stock of any Subsidiary of the Company and (iii) true and complete copies of the Company Stock Compensation Plans and each Option Grant Agreement relating to outstanding Stock Options have been delivered to Parent. Prior to the Closing, the Company’s Board of Directors shall take all actions necessary such that all Stock Options that are outstanding immediately prior to the Effective Time (“Old Stock Options”) (i) are fully vested in advance of the Effective Time in accordance with the terms of the Company Stock Compensation Plans and (ii) shall be forfeited (if not exercised) prior to the Effective Time or, in the case of Old Stock Options that are In-the Money Old Stock Options, if the holders thereof execute and deliver prior to the Effective Time an option cancellation agreement in form and substance reasonably satisfactory to Parent, cancelled in exchange for a payment to be made by Parent to any such holder promptly after the later of the Effective Time and Parent’s receipt of such holder’s option cancellation agreement and cancelled Old Stock Option, such payment to be in an amount equal to the Option Cancellation Amount. For purposes of this Agreement, (I) the term “Option Cancellation Amount” shall mean, for an Old Stock Option covering a specified number of shares of Company Common Stock outstanding immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) amount equal to the product (rounded down to the nearest whole share) of (ix) the number of shares of CAC Company Common Stock subject to covered by such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Old Stock Option immediately prior to the Effective TimeTime multiplied by (y) the amount, if any, by which (A) the product of the Closing Date Price multiplied by the Exchange Ratio exceeds (B) the exercise price of such Old Stock Option (subject to equitable adjustment in the event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Company Common Stock), (II) the term “In the Money Old Stock Options” means Old Stock Options for which (M) the product of the Closing Date Price multiplied by the Exchange Ratio exceeds (N) the exercise price of such Old Stock Option (subject to equitable adjustment in the event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Company Common Stock), (III) the term “Out of the Money Old Stock Options” means all Old Stock Options that are not In the Money Old Stock Options and (IV) the term “Closing Date Price” means the closing sale price of Parent Common Stock as reported on the NASDAQ Global Select Market (as reported in an authoritative source chosen by Parent) on the date on which the Effective Time occurs, or if no such closing sale price is reported on such date, on the next day on which such closing sale price is reported. Immediately For the avoidance of doubt, Old Stock Options that are both Out of the Money Old Stock Options and unexercised prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Time shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon forfeited as of the optionee’s termination of employment Effective Time 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)payment, in either case within six (6) months following accordance with the Effective Timeterms of the Company Stock Compensation Plans.

Stock Options. Immediately prior to (a) At the Effective TimeDate, each outstanding and unexercised option to purchase shares of CAC TXEN Class A Common Stock pursuant to an option grant under the TXEN, Inc., 1996 Incentive Stock Option Plan or the TXEN, Inc., Key Employee Incentive Stock Option Plan (each, a “CAC Stock Option”the "Option Plans") will, which are outstanding at the Effective TimeDate (the "TXEN Options"), cease to represent an option to purchase CAC Common Stock and will whether or not exercisable, shall be converted automatically into an option and become rights with respect to purchase a number NRC Common Stock, and NRC shall assume each TXEN Option, in accordance with the terms of the Option Plan by which it is evidenced, except that from and after the Effective Date, (i) NRC and NRC's Board of Directors shall be substituted for TXEN and the Committee of TXEN's Board of Directors (including, if applicable, the entire Board of Directors of TXEN) administering such Option Plans, (ii) each TXEN Option assumed by NRC may be exercised solely for shares of CEC NRC Common Stock Stock, (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iiii) the number of shares of CAC NRC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up options shall be equal to the nearest whole cent) equal number of shares of TXEN Common Stock subject to (x) the exercise price of each such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock TXEN Option immediately prior to the Effective Time. Immediately prior Date multiplied by .451677 (the "Exchange Ratio"), and (iv) the per share exercise price under each such TXEN Option shall be adjusted by dividing the per share exercise price under each such TXEN Option by the Exchange Ratio and rounding up to the Effective Timenearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, each outstanding NRC shall not be obligated to issue any fraction of a share of NRC Common Stock upon exercise of TXEN Options, and unvested CEC any fraction of a share of NRC Common Stock that otherwise would be subject to a converted TXEN Option granted under shall represent the right to receive a cash payment upon exercise between the Caesars Entertainment Corporation 2012 Performance Incentive Plan market value of one share of NRC Common Stock at the time of exercise of such option and the per share exercise price of such option. The market value of one share of NRC Common Stock at the time of exercise of an option shall be amended to provide that it shall become vested and exercisable the closing price of such NRC Common Stock on the Nasdaq National Market (at target performance levelsas reported by THE WALL STREET JOURNAL or, if applicablenot reported thereby, any other authoritative source selected by NRC) upon on the optionee’s termination last trading day preceding the date of employment without “cause” (as defined in exercise. NRC and TXEN agree to take all necessary steps to effectuate the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any foregoing provisions of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.this Section 5.6. 8

Stock Options. Immediately At the Effective Time, the Target Stock Option Plan and each outstanding option to purchase shares of Target Common Stock under the Target Stock Option Plan, whether vested or unvested, shall be assumed by Acquiror. In addition, Target's rights to repurchase shares of Target Common Stock under the Target Stock Option Plan shall be assigned to, and assumed by, Acquiror. 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 Plan 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 subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and (iii) each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan assumed option which provided for acceleration of vesting upon a change in control of Target 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, not accelerate in accordance with the foregoing. Following the Effective Time, except for the amendment terms of the unvested CAC Stock Options granted pursuant to plan or agreement currently evidencing the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 assumed option but shall be amended to provide that it shall become vested eligible for acceleration in accordance with the terms of the assumption agreement entered into between Acquiror 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. Immediately (a) Effective as of the date hereof, each outstanding option to purchase Shares (individually a “Director Option” and collectively “Director Options”) granted under the Medialink Worldwide Incorporated Amended and Restated 1996 Directors Stock Option Plan (the “Director Option Plan”) and each outstanding option to purchase Shares (individually an “Employee Option” and collectively “Employee Options”) granted under the Medialink Worldwide Incorporated Amended and Restated Stock Option Plan as adopted as of January 31, 1996 (the “Employee Option Plan”), whether or not any such Director Options or Employee Options are then exercisable (Director Options and Employee Options being sometimes hereinafter referred to individually as an “Option” and collectively as “Options”), shall be exercisable in full at the price per Share as established for each such Option. Thereafter, effective immediately prior to the Effective Time, each outstanding and unexercised option Option to purchase shares any Share shall be converted by the Company into the right to receive from the Company, on the Closing Date, in consideration for any such Option, an amount in cash equal to the product of: (i) the number of CAC Common Stock Shares subject to such Option (eachother than any portion of such Option which has previously been exercised); and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share in effect with respect to such Option, reduced by the amount of withholding or other Taxes required by law to be withheld with respect to such payment. Any Option (including tandem stock appreciation rights, if any, granted in connection with such Option) which, as of the Effective Time, has not been exercised and which provides an exercise price for the purchase of a “CAC Stock Option”) willShare which is greater than the amount of the Merger Consideration payable for each Share, shall, at the Effective Time, cease to represent an option to purchase CAC Common Stock be cancelled without consideration and will be converted automatically into an option to purchase a number the holders of shares any such Options (including any tandem stock appreciation rights granted in connection with any such Options) shall have no further rights whatsoever under the terms of CEC Common Stock (eachany such Options. On the Closing Date, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 Corporation will make the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option payments required to be converted, assumed made by this Section 1.5(a). Parent and amended, as applicable, in accordance Merger Sub will deposit or cause to be deposited sufficient funds with the foregoing. Following Company at the Effective Time, except for Closing to make the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed payments required by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 hereinthis Section 1.5(a), in either case within six (6) months following the Effective Time.

Stock Options. Immediately At the Effective Time, all unexercised and unexpired options to purchase Zhone Common Stock (“Zhone Options”) then outstanding, under any stock option plan of Zhone or any other plan, agreement or arrangement (the “Zhone Stock Option Plans”), whether or not then exercisable, will be assumed by the Company. Each Zhone Option so assumed by the Company under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the Zhone Stock Option Plan and any agreements thereunder immediately prior to the Effective Time, except that (i) each outstanding and unexercised option to purchase Zhone Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of CAC Company Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Zhone Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Zhone Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Company Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratioper share exercise price for the shares of Company Common Stock issuable upon exercise of such Zhone Option assumed, at an will be equal to the quotient determined by dividing the exercise price per share (of Zhone Common Stock at which such Zhone Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal . The conversion of any Zhone Options which are incentive stock options within the meaning of Section 422 of the Code, into options to (x) the exercise price purchase Company Common Stock shall be made so as not to constitute a “modification” of such CAC Stock Option divided by (y) Zhone Options within the Exchange Ratio, and each unvested CAC Stock Option granted pursuant meaning of Section 424 of the Code. A Zhone Employee’s continuous employment with Zhone or its Subsidiaries shall be credited to the Caesars 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 optionee for purposes of determining the optionee’s termination vesting 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Zhone Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 after the Effective Time.

Stock Options. Immediately (a) At the Effective Time, each outstanding option, warrant or other right to purchase Shares (a “Company Stock Option” or collectively, “Company Stock Options”) issued pursuant to the Company’s 1992 Incentive Stock Option Plan, 1992 Nonqualified Stock Option Plan, 1997 Employee Stock Purchase Plan, 1997 Equity Incentive Plan, 1997 Employee Stock Purchase Plan for Non-United States Employees, 2003 J.X. Xxxxxxx & Company Equity Incentive Plan, YOUcentric 2000 Equity Compensation Plan or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Parent Common Stock in accordance with this Section 1.10. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the “Company Plans.” At the Effective Time, each Company Stock Option so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option as set forth in the applicable Company Plan and the agreement(s) evidencing the grant thereof immediately prior to the Effective Time, each outstanding and unexercised option including provisions with respect to purchase shares of CAC Common Stock (eachvesting, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Parent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to that the holder of such CAC Company Stock Option and (ii) would have been entitled to receive pursuant to the Exchange Ratio, Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time at an exercise a price per share (rounded up to the nearest whole cent) equal to (x) the aggregate exercise price of for the Shares otherwise purchasable pursuant to such CAC Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, and each unvested CAC Stock Option granted however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 through Section 424 of the Code (“incentive stock options” or “ISOs”) the option price, the number of shares purchasable pursuant to such option and the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 of exercise of such option shall be amended determined so as to provide comply with Section 424(a) of the Code and it is the intention of the parties that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (such options will qualify 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 incentive stock options following the Effective Time.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to cause each CAC Stock Option to be convertedprovide that, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding unexpired and unvested CEC unexercised Option under any Company Stock Option granted under Plan, whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Option shall be entitled to receive, in consideration of the cancellation of such Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other taxes required by applicable Legal Requirements to be withheld) of an amount equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended product of (A) the total number of shares of Company Common Stock previously subject to provide that it shall become vested such Option and exercisable (at target performance levelsB) the excess, if applicable) upon any, of the optionee’s termination Per Share Price over the exercise price per share of employment without Company Common Stock previously subject to such Option (such amounts payable hereunder being referred to as the “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 hereinOption Payment”), in either case within six (6) months following . From and after the Effective Time, any such cancelled Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and the Company shall obtain all necessary consents to ensure that former holders of Options will have no rights other than the right to receive the Option Payment. As of the Effective Time, all Company Stock Option Plans shall be terminated and no further Options shall be granted thereunder. No less than thirty (30) days prior to the Effective Time, the Company shall provide each holder of an unexpired and unexercised Option under any Company Stock Option Plan with written notice of the potential merger contemplated by this Agreement, in a manner reasonably satisfactory to Parent and Parent’s counsel. Such written notice will notify the holder of an unexpired and unexercised Option of the right to exercise such Option within thirty (30) days from the date of the notice, and that such Option will terminate upon the expiration of the 30-day period. As an alternative to the foregoing, prior to the Effective Time, the Company may adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, prior to the Effective Time, each unexpired and unexercised Option under any Company Stock Option Plan, whether or not then exercisable or vested, shall be exercisable prior to the Effective Time and, if not so exercised, shall be terminated.

Stock Options. Immediately prior to ECC and the Effective TimeCompany 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, each outstanding the EchoStar Communications Corporation 1999 Stock Incentive Plan, the EchoStar Communications Corporation 2001 Nonemployee Director Stock Option Plan and unexercised option the ECC 1995 Nonemployee Director Stock Option Plan) (collectively, the “ECC SIPs”) to purchase shares of CAC ECC Class A Common Stock (each, “ECC Stock Options”) held at the close of 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 “CAC Company Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and ). Such replacement will be converted automatically into an option to purchase implemented in a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to manner such that immediately following the product (rounded down to the nearest whole share) of Distribution (i) the number of shares relating to the adjusted ECC Stock Option will be equal to the number of CAC shares of ECC Class A Common Stock subject to such CAC Stock Option and option immediately prior to the Distribution, (ii) the Exchange Rationumber of shares subject to the substitute Company Stock 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, at an and (iii) 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 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 (rounded up a), when combined, will in the exclusive and sole discretion of the administrative committee established pursuant to the nearest whole centapplicable ECC SIP (the “ECC SIP Committee”) equal to (x) 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 be adjusted or compensated by ECC as appropriate in the sole discretion of the ECC SIP Committee. All employment with both ECC and the Company shall be taken into account for purposes of determining the vesting and exercisability provisions of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 Timeawards.

Stock Options. Immediately As of the Effective Time, each outstanding option to purchase shares of Sicor Common Stock under the Sicor Stock Plans (a "Sicor Option"), whether or not exercisable or vested, shall be assumed by Teva and shall automatically be converted into an option to purchase Teva Ordinary Shares in the form of Teva ADSs, to be evidenced by Teva ADRs upon exercise, in an amount and at an exercise price as determined in accordance with this Section 3.1(d). Teva shall assume each Sicor Stock Plan to the extent necessary to assume the Sicor Options and, in the event Teva does not have sufficient registered Teva ADRs to cover the assumed Sicor Options, Teva shall, as promptly as practicable after the execution and delivery of this Agreement, prepare and file with the SEC a Registration Statement with respect to the Teva ADSs issuable upon the exercise thereof and shall use its best efforts to cause the Registration Statement to become effective under the Securities Act as soon as practicable after the date of such filing (and in any event prior to the Effective Time) and to comply with state securities law and "blue sky" laws with respect thereto. Each Sicor Option so assumed will be subject to, and exercisable and vested on, the same terms and conditions as under such Sicor Option as of the Effective Time, except that each assumed Sicor Option shall constitute an option to acquire that number of Teva ADSs (rounded down to the nearest number of whole Teva ADSs on a holder-by-holder basis) equal to (a) the number of Teva ADSs that the holder of such Sicor Option would have been entitled to receive pursuant to the Merger had such holder exercised such Sicor Option in full immediately prior to the Effective Time plus (b) a number of Teva ADSs determined by dividing (i) the amount of Cash Consideration that the holder of such Sicor Option would have been entitled to receive pursuant to the Merger had such holder exercised such Sicor Option in full immediately prior to the Effective Time by (ii) the closing price per ADS of Teva ADSs on the Business Day immediately prior to the Effective Time as reported by The Nasdaq Stock Market, Inc. ("Nasdaq") National Market System on the Business Day immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share Teva ADS (rounded up to the nearest whole centxxxxx) equal to (x) the aggregate exercise price for the shares of Sicor Common Stock which otherwise could have been purchased pursuant to such CAC Stock Sicor Option immediately prior to the Effective Time divided by (y) the Exchange Ratio, aggregate number of Teva ADSs deemed to be purchasable (the sum of the amount in clauses (a) and each unvested CAC Stock Option granted (b) above) pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended such assumed Sicor Option pursuant 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoingthis Section 3.1(d). Following the Effective Time, except for the amendment The conversion of the unvested CAC Stock Sicor Options granted pursuant provided for in this Section 3.1(d) with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue any options which are intended to be governed by "incentive stock options" (as such term is defined in Section 422 of the same terms and conditions Internal Revenue Code of 1986, as were applicable under amended (the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 "Code")) shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicableeffected in a manner consistent with Section 424(a) upon of 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 TimeCode.

Stock Options. Immediately prior to (a) At the Effective Time, each option granted by MBFC under the MBFC Option Plans, which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of MBFC Common Stock and shall be converted automatically into a fully-vested option to purchase shares of CAC TSFG Common Stock in an amount and at an exercise price determined as provided below (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal otherwise subject to the product terms of the applicable MBFC Option Plan), the agreements evidencing grants thereunder, and any other agreements between MBFC and an optionee regarding MBFC Options): (rounded down to the nearest whole share) of (i1) the number of shares of CAC TSFG Common Stock to be subject to the new option shall be equal to the product of the number of shares of MBFC Common Stock subject to such CAC Stock Option the original option and (ii) the Common Exchange Ratio, at an provided that any fractional shares of TSFG Common Stock resulting from such multiplication shall be rounded to the nearest whole share (and .5 of a share shall be rounded up); and (2) the exercise price per share (of TSFG Common Stock under the new option shall be equal to the exercise price per share of MBFC Common Stock under the original option divided by the Common Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent) equal to cent (x) the exercise price and .5 of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan a cent shall be amended to provide that it shall become vested and exercisable rounded down). (at target performance levels, if applicableb) upon the 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 the Effective Time, TSFG shall reserve for issuance the CAC Board shall adopt appropriate resolutions and take all other actions number of shares of TSFG Common Stock necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance satisfy TSFG's obligations under this Section. TSFG shall file with the foregoing. Following SEC no later than five business days after the Effective Time, except for a registration statement on an appropriate form under the amendment Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of TSFG Common Stock subject to options to acquire TSFG Common Stock issued pursuant to this Section, and shall use its best efforts to maintain the current status of the unvested CAC Stock Options granted pursuant prospectus contained therein, as well as comply with applicable state securities or "blue sky" laws, for so long as such options remain outstanding; provided, however, that TSFG shall only be required to file and maintain the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue effectiveness of such registration statement with respect to options that are eligible to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Timeregistered on a Form S-8. Immediately prior (c) Prior to the Effective Time, TSFG and MBFC shall take all such steps as may be required to cause any acquisitions of TSFG equity securities (including derivative securities with respect to any TSFG equity securities) and dispositions of MBFC equity securities (including derivative securities with respect to any MBFC equity securities) resulting from the transactions contemplated by this Agreement by each outstanding and unvested CEC Stock Option granted under individual who is anticipated to be subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall reporting requirements of Section 16(a) of the Exchange Act with respect to TSFG or who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to MBFC, to be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon exempt under Rule 16b-3 promulgated under 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 TimeExchange Act.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock Company Shares (each, a “CAC "Company Stock Option”") willgranted under the Company's plans identified in the Schedule 1.4 as being the only compensation or benefit plans or agreements pursuant to which Company Shares may be issued (collectively, at the Effective Time"Company Stock Option Plans"), cease whether vested or not vested, shall be deemed assumed by Acquirer and shall thereafter be deemed to represent constitute an option to purchase CAC Common acquire, on the same terms and conditions (including any provisions for acceleration) as were applicable under such Company Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal Option prior to the product Effective Time (in accordance with the past practice of the Company with respect to interpretation and application of such terms and conditions), the number (rounded down to the nearest whole sharenumber) of shares of Acquirer Common Stock determined by multiplying (ix) the number of shares of CAC Common Stock Company Shares subject to such CAC Company Stock Option and immediately prior to the Effective Time by (iiy) the Exchange Ratio, at an exercise a price per share of Acquirer Common Stock (rounded up to the nearest whole cent) equal to (xA) the exercise price of per Company Share otherwise purchasable pursuant to such CAC Company Stock Option divided by (yB) the Exchange Ratio. The parties intend that the conversion of the Company Stock Options hereunder will meet the requirements of Section 424(a) of the Code and this Section 1.4(a) shall be interpreted consistent with such intention. Subject to the terms of the Company Stock Options and the documents governing such Company Stock Options, and each unvested CAC the Merger will not terminate or accelerate any Company Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any right of its Subsidiaries exercise, vesting or for Good Reason (as defined herein)repurchase relating thereto with respect to Acquirer Common Stock acquired upon exercise of such assumed Company Stock Option. Holders of Company Stock Options will not be entitled to acquire Company Shares after the Merger. In addition, in either case within six (6) months following the Effective Time. Prior prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions Company will make any amendments to the terms of such stock option or compensation plans or arrangements that are necessary to cause each CAC Stock Option give effect to be converted, assumed and amended, as applicable, in accordance with the foregoingtransactions contemplated by this Section 1.4. Following Promptly following the Effective Time, except for the amendment Acquirer will issue to each holder of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition an outstanding Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by a document evidencing the same terms and conditions as were applicable under the CAC Stock Plan for each CAC foregoing assumption of such Company Stock Option immediately prior to the 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 TimeAcquirer.

Stock Options. Immediately prior Each stock option issued and outstanding under the 1993 Stock Option Plan, as amended, of the Company (the "STOCK OPTION PLAN") is referred to herein as an "EMPLOYEE/ DIRECTOR STOCK OPTION" and all such options are referred to herein, collectively, as the "EMPLOYEE/ DIRECTOR STOCK OPTIONS." Each stock option issued and outstanding under the 1993 Directors' Stock Option Plan (the "DIRECTORS' STOCK OPTION PLAN") is referred to herein as a "DIRECTOR'S OPTION" and all such options are referred to herein, collectively, as the "DIRECTORS' OPTIONS." The Employee/Director Stock Options and the Directors' Options are referred to herein, collectively, as the "COMPANY OPTIONS" and, individually, as a "COMPANY OPTION." At the Effective Time, each outstanding Company Option shall become immediately fully vested and unexercised shall be converted into an option to purchase shares of CAC Parent Common Stock (eachStock, a “CAC Stock Option”) will, at as provided below. Following the Effective Time, cease each such Company Option shall be exercisable upon the same terms and conditions as then are applicable to represent an option to purchase CAC Common Stock and will such Company Option, except that (i) each such Company Option shall be converted automatically into an option to purchase a exercisable for that number of shares of CEC Parent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (ix) the number of shares of CAC Company Common Stock subject for which such Company Option was exercisable immediately prior to such CAC the Effective Date and (y) the Stock Option Exchange Ratio and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC option shall be equal to the quotient obtained by dividing the exercise price per share of such Company Option by the Stock Exchange Ratio. From and after the date of this Agreement, no additional options to purchase shares of Company Common Stock shall be granted under the Company Stock Option divided by (y) the Exchange RatioPlan, and each unvested CAC Directors' Stock Option granted pursuant Plan or otherwise. Except as otherwise agreed to the Caesars 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 optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity parties, no person shall have any right under any stock option plan (or any option granted thereunder) or other plan, program or arrangement of its Subsidiaries or for Good Reason (as defined herein)the Company with respect to, in either case within six (6) months including any right to acquire, equity securities of the Company following the Effective Time. Prior to At or as soon as practicable after the Effective Time, Parent shall issue to each holder of a Company Option that is canceled an agreement that accurately reflects the CAC Board terms of the Parent Option substituted therefore as contemplated by this Section 2.7. Parent shall adopt appropriate resolutions and (i) take all other corporate actions necessary to cause each CAC reserve for issuance such number of shares of Parent Common Stock Option as will be necessary to be converted, assumed and amended, as applicable, satisfy exercises in accordance with the foregoing. Following full of all Parent Options after the Effective Time, except for (ii) use its reasonable best efforts to ensure that an effective Registration Statement on Form S-8 is on file with the amendment Securities and Exchange Commission (the "SEC") with respect to such Parent Common Stock, and (iii) use its reasonable best efforts to have such shares admitted to trading upon exercises of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeParent Options. 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.ARTICLE III

Stock Options. Immediately At the Effective Time, Avatex's obligations with respect to each outstanding option to purchase shares of Old Avatex Common Stock (collectively, the "Stock Options" and each a "Stock Option") granted pursuant to Avatex's 1993 Stock Option and Performance Award Plan, as amended (the "Avatex Option Plan"), or any of Avatex's other stock option plans or agreements (the "Avatex Stock Option Plans") shall be assumed by Xetava. The Stock Options assumed by Xetava shall continue to have, and be subject to, the same terms and conditions set forth in the Avatex Stock Option Plans and agreements pursuant to which such Stock Options were issued as in effect immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that the Stock Options shall thereupon be exercisable for shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will (a) the number of shares for which such Stock Option shall be converted automatically into an option to purchase a exercisable shall equal the product of the Common Stock Exchange Ratio and the number of shares of CEC Old Avatex Common Stock (each, a “Converted Stock Option”) equal subject to the product Stock Option immediately prior to the Effective Time (rounded down to the nearest whole sharenumber), and (b) the per share exercise price for the shares of (i) Common Stock issuable upon the exercise of such assumed Stock Option shall be equal to the aggregate exercise price for the shares of Old Avatex Common Stock subject to the Stock Option, divided by the number of shares of CAC Common Stock subject deemed to such CAC be purchasable pursuant to the Option. The date of grant shall be the date on which the Stock Option and was originally granted. Xetava shall (i) reserve for issuance the number of shares of Common Stock that will become issuable upon the exercise of such Stock Options pursuant to this Section 2.4, (ii) at the Exchange RatioEffective Time, at an execute a document evidencing the assumption by Xetava of Avatex's obligations with respect thereto under this Section 2.4 and (iii) cause the shares of Common Stock issuable upon exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by Options to be registered under the Securities Act of 1933, as amended (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 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"Securities Act"), in either case within six (6) months as soon as practicable following the Effective Time, and to use its best efforts to maintain the effectiveness of such registration for so long as such Stock Options remain outstanding. Prior Nothing in this Section 2.4 shall affect the schedule of the vesting (or the acceleration thereof) with respect to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicableOptions, in accordance with the foregoing. Following the Effective Timeterms thereof, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed assumed by the same terms and conditions Xetava as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 provided 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 Timethis Section 2.4.

Stock Options. Immediately prior to (i) At the Effective Time, each outstanding all unexpired and unexercised option to purchase shares of CAC Target Corporation Common Stock (each, a “CAC "Target Corporation Option") granted under the Target Corporation Stock Option”Option Plan (the "Target Corporation Option Plan") will, at and outstanding immediately prior to the Effective Time, cease to represent Time shall be replaced by an option (a "Parent Corporation Option") issued under the Stock Option Plan to purchase CAC be adopted by Parent Corporation prior to the Closing pursuant to Section 6.1(e), below (the "Parent Corporation Option Plan"), except that (i) such Parent Corporation Option shall be exercisable for that number of whole shares of Parent Corporation Common Stock and will be converted automatically into an option equal to purchase a the product of the number of shares of CEC Target Corporation Common Stock (each, a “Converted Stock Option”) equal that were purchasable under such Target Corporation Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Corporation Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an exercise price per share (rounded up for the shares of Parent Corporation Common Stock issuable upon exercise of each Parent Corporation Option shall be equal to the nearest whole cent) equal to quotient determined by dividing (x) the exercise price per share of such CAC Target Corporation Common Stock under the pertinent Target Corporation Option being exchanged, divided by (y) the Exchange Ratio, . (ii) Parent Corporation and Acquiring Corporation each unvested CAC Stock acknowledges that the holder of each such Parent Corporation Option granted issued as of the Effective Time pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan this Agreement shall be amended fully vested in and immediately may exercise the entire option owned by such holder. (iii) Subject 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 Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSections 6.1(e), in either case within six (6) months following below, each Parent Corporation Option shall be subject to the Effective Timeterms and conditions of the Parent Corporation Option Plan. Prior The date of grant of each Parent Corporation Option for purposes of such terms and conditions shall be deemed to be the date on which the corresponding Target Corporation Option was granted. At the Effective Time, Acquiring Corporation shall issue to each holder of a Target Corporation Option a stock option agreement under the CAC Board Parent Corporation Option Plan evidencing the respective Parent Corporation Option. It is the purpose and intention of the parties that, subject to applicable law, the exchange of Parent Corporation Options for Target Corporation Options shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amendedmeet the requirements of Section 424(a) of the Internal Revenue Code of 1986, as applicable, amended (the "Code") and that each Parent Corporation Option shall qualify immediately after the Effective Time as an incentive stock option as defined in accordance with Section 422 of the foregoing. Following Code but only to the extent that the related Target Corporation Option so qualified immediately before the Effective Time, and the foregoing provisions of this Section 1.6 shall be interpreted to further such purpose and intention. The right to receive a Parent Corporation Option may not be assigned or transferred except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable provided under the CAC Stock Plan for each CAC Stock Parent Corporation Option immediately prior Plan. Any attempted assignment contrary to the 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 this Section 1.6(e) shall be amended to provide that it shall become vested null 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.void. 1.7

Stock Options. Immediately prior In addition to the Effective Timebasic salary provided for above, each outstanding Employer hereby grants to executive the right, privilege and unexercised option (the "Stock Option") to purchase Five hundred thousand (500,000) shares of CAC Common Stock the common stock, $0.001 par value. The "Option Shares" are to be fully vested and become exercisable immediately. The exercise price of the Option Shares shall be Twenty-five (each$.25) per share. The option rights granted hereby shall be cumulative. Upon becoming exercisable, the option rights shall be exercisable at any time and from time to time, in whole or in part; provided, however, that options may be exercised for no longer than three (3) years from the date of this Agreement. The options shall be exercised by written notice directed to Employer, accompanied by a “CAC Stock Option”) willcheck payable to Employer for the Option shares being purchased. Employer shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the name of Executive. The certificates evidencing such shares shall bear the following restrictive legend, unless and until such shares have been registered in accordance with the Securities and Exchange Act of 1933, as amended (the "Act"): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICITON, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICITONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. Employer shall use its best efforts to register the Option Shares under the Act at the Effective Timeearlier of such time as it registers shares issuable pursuant to a qualified employee stock option plan or such time as it registers shares beneficially owned by or issued to either or all of the following individuals: If, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) extent that the number of shares of CAC Common Stock common stock of Employer shall be increased or reduced by whatever action, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in stock, or the like, the number of shares subject to such CAC the Stock Option and (ii) the Exchange Ratiooption price per share shall be proportionately adjusted. If Employer is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an exercise price per share (rounded up equivalent price, and subject to the nearest whole cent) equal same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to (x) the exercise option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such CAC Stock Option divided by (y) shares shall not be more than the Exchange Ratio, and each unvested CAC Stock Option granted pursuant excess of the aggregate fair market value of all shares subject to the Caesars 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 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 the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Executive additional benefits which he did not have under the old Stock Option, or deprive him of benefits which he had under the old Stock Option. Executive shall have no rights as a stockholder with respect to the Effective Time. Immediately prior to Option Shares until exercise of the Effective Time, each outstanding and unvested CEC Stock Option granted under to and payment of 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” (Option Price 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 Timeherein provided.

Stock Options. Immediately prior Prior to the Effective Time, Cxxxx shall use its commercially reasonable efforts to provide that each outstanding and unexercised option to purchase shares of CAC Common Cxxxx Shares granted under Cxxxx’x 1997 Employee, Director and Consultant Stock Option Plan and its 2005 Stock Plan (eachin each case, a “CAC Stock Cxxxx Option”) willoutstanding at the Effective Time which is vested (in each case, at a “Vested Cxxxx Option”) shall entitle each holder thereof to receive a payment in cash from the Surviving Corporation, upon the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock Cxxxx Shares previously subject to such CAC Stock Vested Cxxxx Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Cxxxx Share previously subject to such Vested Cxxxx Option. All applicable withholding taxes attributable to the payments made hereunder shall be deducted from the amounts payable hereunder; provided, however, that with respect to any person subject to Section 16 of the Exchange RatioAct, at any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Cxxxx shall, upon the request of any holder of Vested Cxxxx Options, permit such holder to execute and deliver to Cxxxx, prior to the expiration of the Offer, an agreement substantially in the form of Annex B (an “Option Election”) under which such holder would agree, contingent upon the purchase of Cxxxx Shares by Acquisition Subsidiary pursuant to the Offer, to cause, immediately prior to the expiration of the Offer, such Vested Cxxxx Options to be exercised and the Cxxxx Shares issued as a result of that exercise to be tendered in the Offer. Cxxxx and Acquisition Subsidiary shall reflect on their books and records the transactions effected pursuant to the Option Elections. At the Effective Time, (A) each Cxxxx Option (whether vested or not) outstanding immediately prior to the Effective Time with an exercise price per share (rounded up that is less than the applicable Merger Consideration for the class of Cxxxx Shares into which such Cxxxx Option is exercisable shall be cancelled by Cxxxx in exchange for the right to receive, without interest, a cash amount equal to the nearest whole centproduct of (1) equal to the excess, if any, of (x) such Merger Consideration, over (y) the exercise price per share of such CAC Stock Cxxxx Option divided multiplied by (y2) the Exchange Ratiototal number of Cxxxx Shares subject to such Cxxxx Option (such product, and as applied to Cxxxx Options referred to as “Option Consideration”); (B) each unvested CAC Stock Cxxxx Option granted pursuant (whether vested or not) outstanding as of the Effective Time with an exercise price per share that is equal to or greater than the Caesars Acquisition Company 2014 Performance Incentive Plan applicable Merger Consideration for the class of Cxxxx Shares into which such Cxxxx Option is exercisable shall be amended to provide that it terminated, without any consideration therefor; and (C) the Board of Directors of Cxxxx 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 Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or take any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC effect the transactions anticipated by this Section 2.5(e) under its 1997 Employee, Director and Consultant Stock Option Plan and its 2005 Stock Plan and all Cxxxx Option agreements and any other plan or arrangement of Cxxxx (whether written or oral, formal or informal). As soon as practicable following the date hereof, Cxxxx shall deliver or cause to be converteddelivered to each holder of a Cxxxx Option any certifications, assumed and amended, as applicable, in accordance notices or other communications required by the terms of such Cxxxx Option or any agreement entered into with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue respect thereto to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately delivered to such holder prior to the Effective Time. Immediately prior to Time and 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) other transactions contemplated 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 Timethis Agreement.

Stock Options. Immediately prior As of the close of business on the Reference Date: (i) 4,574,487 Verigy Ordinary Shares were subject to issuance pursuant to outstanding Verigy Options (as defined below) to purchase Verigy Ordinary Shares under the applicable Verigy Share Plans (as defined below) (equity or other equity-based awards, whether payable in cash, shares or otherwise, whether or not granted under or pursuant to the Effective TimeVerigy Share Plans, each outstanding other than Verigy Restricted Shares or Verigy Restricted Share Units, are referred to in this Agreement as “Verigy Options”), and unexercised option to purchase (ii) 4,890,409 Verigy Ordinary Shares are reserved for future issuance under the Verigy Share Plans, including 1,145,399 shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole sharereserved for issuance under Verigy’s 2006 Employee Shares Purchase Plan. Section 2.4(c) of the Verigy Disclosure Schedule sets forth a complete and accurate list of all stock option plans or any other plan or agreement adopted by Verigy that provides for the issuance of equity to any Person (ithe “Verigy Share Plans”). Verigy has made available to LTX-Credence complete and accurate copies of all Verigy Share Plans and the forms of all award agreements evidencing outstanding awards under such plans. Verigy has made available to LTX-Credence a true and complete list of each Verigy Option outstanding as of the Reference Date, and (1) the particular Verigy Share Plan or other arrangement pursuant to which such Verigy Option was granted, (2) the name of the holder of such Verigy Option, (3) the number of shares of CAC Common Stock Verigy Ordinary Shares subject to such CAC Stock Option and Verigy Option, (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x4) the exercise price of such CAC Stock Option divided by Verigy Option, (y5) the Exchange Ratiodate on which such Verigy Option was granted, (6) the applicable vesting schedule, and each unvested CAC Stock the extent to which such Verigy Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become was vested and exercisable as of the Reference Date, (at target performance levels7) the date on which such Verigy Option expires and (8) whether such Verigy Option is intended to qualify as a nonstatutory stock option or an “incentive stock option” within the meaning of Section 422 of the Code. All Verigy Ordinary Shares subject to issuance under the applicable Verigy Benefit Plans, if applicable) upon issuance on the optionee’s termination of employment without “cause” (as defined terms and conditions specified in the Caesars Acquisition Company 2014 Performance Incentive Plan) instruments pursuant to which they are issued, would be duly authorized, validly issued and fully paid. All grants of Verigy Options were validly issued and properly approved by the Surviving Entity Board of Directors of Verigy (or any of its Subsidiaries a duly authorized committee or for Good Reason (as defined herein), subcommittee thereof) in either case within six (6) months following material compliance with all applicable Legal Requirements and recorded on the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, Verigy Financials in accordance with the foregoingGAAP. Following the Effective Time, except for the amendment As of the unvested CAC Stock Options granted pursuant Reference Date, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights or equity based awards (whether payable in cash, shares or otherwise) with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms Verigy other than as set forth in Sections 3.2(b) and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the 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 hereinc), in either case within six (6) months following the Effective Time.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plans and each outstanding option to purchase shares of Target Common Stock under the Target Stock Option Plans, whether vested or unvested, shall be assumed by Acquiror, and Target Company's repurchase right with respect to any unvested option shares granted under the 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 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 have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plans immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time, by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) . The options so assumed by Acquiror shall qualify following the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars 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 optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of 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 Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately Within ten (10) business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time, each Time was a holder of an outstanding and unvested CEC option under the Target Stock Option granted under Plans, a document in form and substance satisfactory to Target evidencing 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 foregoing assumption of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) such option 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 TimeAcquiror.