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 Each Autoliv Option that is outstanding immediately prior to the Effective Time, shall be converted as of the Effective Time into an Adjusted Autoliv Option and a Veoneer Option, and each outstanding such Adjusted Autoliv Option and unexercised option Veoneer Option shall be subject to purchase shares of CAC Common Stock the same terms and conditions (each, a “CAC Stock Option”including with respect to vesting and expiration) will, at after the Effective Time as were applicable to such Autoliv Option immediately prior 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 except as otherwise provided herein; (i) the number of shares of CEC Common Stock (each, a “Converted Stock Option”) Autoliv Shares subject to such Adjusted Autoliv Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio, rounded down to the nearest whole share) of ; (iii) the number of shares of CAC Common Stock Veoneer Shares subject to such CAC Stock Option and Veoneer Options shall be equal to the product of fifty percent (ii50%) of the Exchange number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to share; (xiii) the per share exercise price of such CAC Stock Option divided by Adjusted Autoliv Options shall be equal to the quotient of (y1) 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 per share exercise price 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 corresponding Autoliv Option immediately prior to the Effective Time. Immediately Time divided by (2) the Autoliv Conversion Ratio, rounded up to the nearest full cent; and (iv) the per share exercise price of such Veoneer Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective TimeTime divided by (2) the Veoneer Conversion Ratio, each outstanding and unvested CEC Stock Option granted under rounded up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan nearest full cent. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Autoliv Shares and Veoneer Shares subject to each Adjusted Autoliv Option and Veoneer Option, respectively, and the terms and conditions of exercise of such options shall be amended to provide that it shall become vested determined in a manner consistent with the requirements of Section 409A and exercisable (at target performance levelsSection 424 of the Code, if as 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 Each Rayonier Option that is outstanding immediately prior to the Effective Time, each outstanding regardless of by whom held, shall be converted as of the Effective Time into both a Post-Separation Rayonier Option and unexercised option a SpinCo Option and shall, except as otherwise provided in this Section 4.02, be subject to purchase shares of CAC Common Stock the same terms and conditions (eachincluding with respect to vesting and expiration) after the Effective Time as were applicable to such Rayonier Option immediately prior to the Effective Time (except as otherwise provided herein, a “CAC Stock Option”including in Sections 4.02(d) willand (e)); provided, at however, that from and after the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a : (i) the number of shares of CEC Common Stock (eachRayonier Shares subject to such Post-Separation Rayonier Option, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of , shall be equal to the product obtained by multiplying (iA) the number of shares of CAC Common Stock Rayonier Shares 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 corresponding Rayonier Option immediately prior to the Effective Time. Immediately Time by (B) the Rayonier Value Factor; (ii) the number of SpinCo Shares subject to such SpinCo Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of Rayonier Shares subject to the corresponding Rayonier Option immediately prior to the Effective TimeTime by (B) the SpinCo Value Factor; (iii) the per share exercise price of such Post-Separation Rayonier Option, each outstanding and unvested CEC Stock Option granted under rounded up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan nearest hundredth of a cent, shall be amended equal to provide that it the quotient obtained by dividing (A) the per share exercise price of the corresponding Rayonier Option immediately prior to the Effective Time by (B) the Rayonier Ratio; and (iv) the per share exercise price of such SpinCo Option, rounded up to the nearest hundredth of a cent, shall become vested and exercisable be equal to the quotient obtained by dividing (at target performance levels, if applicableA) upon the optionee’s termination per share exercise price of employment without “cause” the corresponding Rayonier Option immediately prior to the Effective Time by (as defined B) the SpinCo Ratio. Notwithstanding anything to the contrary 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 4.02(b), the exercise price, the number of Rayonier Shares and SpinCo Shares subject to each Post-Separation Rayonier Option and SpinCo Option, and the terms and conditions of exercise of such options shall be determined in either case within six (6) months following a manner consistent with the Effective Timerequirements of Section 409A of the Code.

Stock Options. Immediately (a) Subsequent to the effectiveness of the Form 10, but prior to the Effective Timeconsummation of the Distribution, and subject to the consummation of the Distribution, each outstanding and unexercised option to purchase shares of CAC ALTISOURCE Common Stock (each, a “CAC ALTISOURCE Stock OptionOptions”) willgranted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, at and ALTISOURCE shall cause (to the Effective Timemaximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, cease terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to represent the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (i) an option to purchase CAC Common Stock and will be converted automatically into an option to purchase acquire a number of shares of CEC Residential Class B 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 ALTISOURCE Common Stock subject to such CAC the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Residential Stock Options”), with an exercise price to be determined in a manner consistent with this Section 3.04 and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) adjustment of the exercise price of such CAC holder’s ALTISOURCE Stock Option divided by Option, to be determined in a manner consistent with this Section 3.04 (ythe “Adjusted ALTISOURCE Stock Options”) (the Exchange RatioResidential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution Stock Options”). (b) The option exercise price of the Residential Stock Options and each unvested CAC the Adjusted ALTISOURCE Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan Options 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, set in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D), to maintain the foregoing. Following intrinsic value of the Effective TimeALTISOURCE Stock Options as of the Distribution Date, except and to maintain the ratio of exercise price to fair market value of the ALTISOURCE Stock Options and the Post-Distribution Stock Options. (c) Each of ALTISOURCE and Residential intends that, subsequent to the Distribution, Residential shall establish, or shall cause to be established, one or more equity incentive or similar plans that will allow or provide for the amendment issuance of the unvested CAC Stock Options granted pursuant restricted stock, new options (or other equity-based awards) to the Caesars Acquisition Company 2014 Performance Incentive Planacquire Residential Class B Common Stock, each Converted Stock Option will continue or other equity awards on such terms, and subject to be governed by the same terms such conditions (including, without limitation, as to eligibility, vesting 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 hereincriteria), as Residential may decide in either case within six (6) months following the Effective Timeits sole discretion.

Stock Options. Immediately (a) At the Effective Time, each holder of a then outstanding stock option to purchase Safety Fund Common Stock ("Safety Fund ----------- Option") pursuant to the 1984 Incentive Stock Option Plan or the 1994 Incentive ------ and Nonqualified Stock Option Plan (collectively, the "Safety Fund Stock Option ------------------------ Plans") (it being understood that the aggregate number of shares of Safety Fund ----- Common Stock subject to purchase pursuant to the exercise of such Safety Fund Options is not and shall not be more than 65,850), whether vested or unvested, will be assumed by Buyer. Each Safety Fund Option so assumed by Buyer under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Safety Fund Stock Option Plans immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Safety Fund Option shall be exercisable (when vested) for that number of whole shares of CAC Buyer 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 Safety Fund Common Stock (eachcovered by the Safety Fund Option multiplied by the Exchange Ratio, a “Converted provided that any fractional share of Buyer Common Stock Option”) equal to the product (resulting from such multiplication 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 ; and (ii) the Exchange Ratio, at an exercise price per share (of Buyer Common Stock shall be equal to the exercise price per share of Safety Fund Common Stock of such Safety Fund Option, divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. (b) equal After the Effective Time, Buyer shall issue to (x) each holder of an outstanding Safety Fund Option a document evidencing the exercise price foregoing assumption of such CAC Stock Safety Fund Option divided by Buyer. (yc) It is the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to intention of the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide parties that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Safety Fund Options assumed by Buyer qualify following the Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive PlanInternal Revenue Code of 1986, as amended (the "Code") by to the Surviving Entity or any of its Subsidiaries or for Good Reason (extent that the Safety Fund Options qualified as defined herein), in either case within six (6) months following incentive stock ---- options immediately prior to the Effective Time. (d) Buyer shall not issue or pay for any fractional share otherwise issuable upon exercise of a Safety Fund Option. Prior to the Effective Time, the CAC Board Buyer shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be convertedreserve for issuance (and, 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 if not previously registered pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanSecurities Act, register) the number of shares of Buyer Common Stock necessary to satisfy Buyer's obligations with respect to the issuance of Buyer Common Stock pursuant to the exercise of Safety Fund Options. (e) The provisions of this Section 2.11 are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Converted Stock holder of a Safety Fund 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 his or her heirs 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 Timerepresentatives.

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”a) 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, Delta Woodside shall provide holders of Delta Woodside Stock Options, whether or not then exercisable or vested, the CAC Board shall adopt appropriate resolutions and take all other actions necessary opportunity to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with amend the foregoing. Following the Effective Time, except for the amendment terms of the unvested CAC their respective Delta Woodside Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted provide that (i) all unexercisable portions of such Delta Woodside 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 Options shall become immediately exercisable in full on a date that is not later than five (5) business days prior to the Effective TimeRecord Date and (ii) if the holder elects not to exercise all or part of the holder's Delta Woodside Stock Options prior to the Record Date, such unexercised Delta Woodside Stock Options shall remain exercisable for the same number of Delta Woodside Shares at the same exercise price after the Distribution as before the Distribution (and for no other securities), notwithstanding the occurrence of the Distribution. Immediately prior Delta Woodside shall amend the Delta Woodside Stock Option Plan to accomplish the provisions of this paragraph (a), if it deems such amendment advisable. (b) Prior to the Effective Time, each outstanding and unvested CEC Delta Woodside shall amend the Delta Woodside 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 levelsthat, if applicable) upon the optionee’s termination so long as a Duck Head employee who holds Delta Woodside Stock Options remains an employee of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Duck Head or any of its Subsidiaries subsidiaries, those Delta Woodside Stock Options will remain outstanding until the end of their stated term (with the termination of such employment with Duck Head or for Good Reason any of its subsidiaries to be treated in the same manner as a termination of employment with Delta Woodside or any of its subsidiaries would have been) and so long as a Delta Apparel employee who holds Delta Woodside Stock Options remains an employee of Delta Apparel or any of its subsidiaries, those Delta Woodside Stock Options will remain outstanding until the end of their stated term (with the termination of such employment with Delta Apparel or any of its subsidiaries to be treated in the same manner as defined a termination of employment with Delta Woodside or any of its subsidiaries would have been). (c) Notwithstanding anything to the contrary herein), in either case within six if it is determined that compliance with paragraph (6a) months following or (b) of this Section 8.1 may cause any individual subject to Section 16 of the Effective TimeExchange Act to become subject to the profit recovery provisions thereof, the parties hereto will cooperate, including by providing alternate arrangements, so as to achieve the intent of the foregoing together with minimizing or not giving such profit recovery.

Stock Options. Immediately (a) Each option to purchase shares of JSB Common Stock issued by JSB and outstanding at the Effective Time (a "JSB Option") pursuant to the JSB 1990 Incentive Stock Option Plan, the JSB 1990 Stock Option Plan for Outside Directors and the JSB 1996 Stock Option Plan (collectively, the "JSB Option Plans") shall be converted into an option to purchase shares of NFB Common Stock as follows: (i) the aggregate number of shares of NFB Common Stock issuable upon the exercise of the converted JSB Option after the Effective Time shall be equal to the product of the Exchange Ratio multiplied by the number of shares of JSB Common Stock issuable upon exercise of the JSB Option immediately prior to the Effective Time, each outstanding and unexercised option such product 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 shareshare of NFB Common Stock; and (ii) the exercise price per share of (i) each converted JSB Option shall be equal to the quotient of the exercise price of such JSB Option at the Effective Time divided by the Exchange Ratio, such quotient to be rounded to the nearest whole cent; provided, however, that, in the case of any JSB Option that is intended to qualify as an incentive stock option under Section 422 of the Code, the number of shares of CAC NFB Common Stock subject to such CAC Stock Option issuable upon exercise of and (ii) the Exchange Ratio, at an exercise price per share (rounded up for such converted JSB Option determined in the manner provided above shall be further adjusted in such manner as NFB may determine to be necessary to conform to the nearest whole centrequirements of Section 424(b) equal of the Code. Options to (x) purchase shares of NFB Common Stock that arise from the exercise price operation of such CAC Stock Option divided by (y) this Section 1.4 shall be referred to as the Exchange Ratio, "Converted Options." All Converted Options shall be exercisable for the same period and each unvested CAC Stock Option granted pursuant otherwise have the same terms and conditions applicable to the Caesars Acquisition Company 2014 Performance Incentive Plan JSB Options that they replace; provided, however, that such exercise period, terms and conditions shall be amended further modified if and 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 extent necessary to enable the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or Merger to qualify for Good Reason (as defined herein), in either case within six (6) months following the Effective Timepooling-of-interests accounting treatment. Prior to the Effective Time, NFB shall take, or cause to be taken, all necessary action to effect the CAC Board intent of the provisions set forth in this Section 1.4. (b) Prior to the date of the JSB stockholders meeting contemplated by Section 4.8, JSB shall adopt take, or cause to be taken, appropriate resolutions action under the terms of any stock option plan, agreement or arrangement under which JSB Options have been granted to provide for the conversion of JSB Options outstanding at the Effective Time into Converted Options and to effect any other modifications contemplated by Section 1.4(a). (c) Concurrently with the reservation of shares of NFB Common Stock to provide for the payment of the Merger Consideration, NFB shall take all other actions corporate action necessary to cause each CAC reserve for future issuance a sufficient additional number of shares of NFB Common Stock Option to be converted, assumed and amended, as applicable, in accordance provide for the satisfaction of its obligations with respect to the foregoingConverted Options. Following On or before the Effective Time, except for NFB shall file a registration statement on Form S-8 (or any successor or other appropriate form) and make any state filings or obtain state exemptions with respect to the amendment NFB Common Stock issuable upon exercise 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 TimeOptions. Immediately prior to Within 15 days after the Effective Time, NFB shall cause to be executed and delivered to each outstanding holder of a Converted Option an agreement, certificate or other instrument, in such form and unvested CEC Stock Option granted under of such substance as NFB may reasonably determine, evidencing such holder's rights with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Converted Options. JSB shall be amended use its best efforts to provide that it shall become vested and exercisable (at target performance levelsobtain from each person holding JSB Options, if applicable) upon within 30 days after the optionee’s termination date of employment without “cause” (as defined this Agreement, a waiver of such person's limited stock appreciation rights for purposes of the Merger, in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) form mutually agreed to 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 Timeparties.

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 sharenumber of shares of Acquiror Common Stock, (ii) the per share exercise price for the shares of (i) 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 down to the nearest whole cent. The vesting of any unvested Target Options will not accelerate as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. Within 45 business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of a Target Option a document evidencing the foregoing assumption of such Target Option by Acquiror, and within 45 business days after an adjustment to the Option Exchange Ratio as a result of the provisions of Annex A hereto, Acquiror will issue to each such person a revised document reflecting the adjusted Option Exchange Ratio. The "Option Exchange Ratio" shall equal the quotient obtained by dividing the Acquiror Stock Subject to Target Options by the number of shares of CAC Target 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 issuable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan exercise of all Target Options. The "Acquiror Stock Subject to Target Options" shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon equal the optionee’s termination of employment without “cause” quotient obtained by dividing the Initial Target Optionholder Consideration plus the Additional Optionholder Consideration (as defined and calculated in the Caesars Acquisition Company 2014 Performance Incentive Plan) Annex A), if any, 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 Closing Price 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 TimeAcquiror Common Stock.

Stock Options. Immediately prior to (a) You will be granted a stock option (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 exercisable for a number of shares of CEC Common Stock representing 5% of the fully-diluted equity of the Company (each, a the “Converted Stock Option5% Ownership Percentage”) equal to as of the product Commencement Date. (rounded down to For purposes of this Agreement, “fully-diluted equity” means the nearest whole share) of (i) the total number of shares of CAC outstanding Company Common Stock and Company Preferred Stock, with the Preferred Stock calculated on an as-converted to Common Stock basis, including for this purpose the maximum number of shares issuable under the Equity Incentive Plan (inclusive of granted options and unallocated shares reserved for issuance thereunder). Vesting will start on the sooner of the closing of the Financing (defined in Section 5(b)) or one year after the Commencement Date. Vesting is calculated over a 48-month schedule, starting with the month after the Commencement Date, and you will be given retroactive vesting credit for purposes of calculating the number of vested shares on the first vesting date. The strike price of the stock option will be $1.50 per share. (b) In addition, upon the closing of the Financing (defined in Section 5(b)), you will be granted an additional stock option (the “Financing Option”) exercisable for a number of shares sufficient so as to maintain the 5% Ownership Percentage after giving effect to the Financing. The Financing Option will vest in 48 consecutive equal monthly installments, starting one month after the closing of the Financing. The strike price of the Financing Option will be the same per-share price of the shares sold in the Financing. (c) Both stock options will accelerate in full upon a Change of Control. Except as provided herein, the stock options will be subject to such CAC Stock Option the terms of the Equity Incentive Plan and (ii) a stock option agreement to be executed by you as a condition to the Exchange Ratiogrant. The stock option agreements will provide that, except in the case of accelerated vesting, as described herein, vesting is conditioned upon your continued employment with the Company at each applicable vesting date. You may also be eligible to be considered for additional stock option grants, at an the Board’s discretion. It is agreed that Section 5(f)(ii) of the Equity Incentive Plan (concerning the treatment of your option shares in the event of a termination for Cause) shall not apply to your vested option shares, whether exercised or not, and that such shares shall not terminate, be forfeited or be subject to repurchase by the Company for their exercise price per share (rounded up pursuant to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange RatioSection 5(f)(ii), and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan those vested option shares shall instead 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” (treated as defined provided in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSection 5(f)(i), 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 the Effective Time, each outstanding and unexercised (a) You will be granted a stock option to purchase 858,273 shares Company's common stock which represents, taking into account all existing stock options held by you, 5% of CAC the Company's outstanding equity on a fully-diluted basis as of the date of grant. The stock option shall vest as follows: (1) 551,042 shares will vest in forty-eight (48) consecutive monthly installments, with retroactive vesting credit to March 15, 2020 and (2) 307,231 shares will commence vesting if, and only if, the outstanding Preferred Stock Purchase Warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement dated as of June 2, 2020 are exercised for at least 50% of the aggregate shares underlying such Warrants (determined on a cumulative basis based on all exercises), and in that event such shares will vest in forty-eight (48) consecutive monthly installments, with retroactive vesting credit to the vesting commencement date in item (1). The exercise price will be the fair market value of a share of Common Stock (eachon the date of grant and all terms of the option grant shall be subject to the Equity Incentive Plan. For purposes of this Agreement, a “CAC Stock Option”) will, at "fully-diluted equity" means the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a total number of shares of CEC outstanding Company Common Stock (eachand Company Preferred Stock, a “Converted with the Preferred Stock Option”) equal calculated on an as-converted to Common Stock basis, including for this purpose the product (rounded down to the nearest whole share) of (i) the maximum number of shares issuable under the Equity Incentive Plan (inclusive of CAC Common Stock granted options and unallocated shares reserved for issuance thereunder) and shares issuable upon exercise of outstanding stock purchase warrants. (b) The stock option will accelerate in full upon a Change of Control. Except as provided herein, the stock option will be subject to such CAC Stock Option the terms of the Equity Incentive Plan and (ii) a stock option agreement to be executed by you as a condition to the Exchange Ratiogrant. The stock option agreement will provide that, except in the case of accelerated vesting, as described herein, vesting is conditioned upon your continued employment with the Company at each applicable vesting date. You may also be eligible to be considered for additional stock option grants, at an the Board's discretion. It is agreed that Section 5(f)(ii) of the Equity Incentive Plan (concerning the treatment of your option shares in the event of a termination for Cause) shall not apply to your vested option shares, whether exercised or not, and that such shares shall not terminate, be forfeited or be subject to repurchase by the Company for their exercise price per share (rounded up pursuant to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange RatioSection 5(f)(ii), and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan those vested option shares shall instead 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” (treated as defined provided in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSection 5(f)(i), 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 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 (a) As of the Effective TimeDistribution, each outstanding and unexercised nonqualified option to purchase shares of CAC TSC Common Stock held by a Transferred Employee or a director of eLoyalty (each, who is not also a “CAC Stock Option”director of TSC) will, at the Effective Time, cease to represent an shall be converted into a substitute option to purchase CAC shares of eLoyalty Common Stock Stock. The exercise price of each substitute option, and will be converted automatically into an option to purchase a the number of shares of CEC eLoyalty Common Stock (eachsubject thereto, a “Converted Stock Option”) shall be equal to the product (rounded down exercise price of the existing TSC option and the number of shares subject thereto, adjusted to reflect the nearest whole share) Distribution based on a comparison of (i) the number trading price of shares of CAC TSC Common Stock subject prior to such CAC Stock Option the Distribution (the "Combined Value") and (ii) the Exchange Ratiotrading price of eLoyalty Common Stock after the Distribution (the "eLoyalty Value"). (b) As of the Distribution, at each outstanding nonqualified option to purchase shares of TSC Common Stock that was granted on or before June 21, 1999 to a person other than a person described in Section 9.8(a) shall be converted into an adjusted option to purchase TSC Common Stock and a substitute option to purchase shares of eLoyalty Common Stock. Such options shall be converted in a manner that preserves the aggregate exercise price per share (rounded up to the nearest whole cent) equal to (x) of each option, and allocates the exercise price between the TSC option and the eLoyalty option based on a comparison of such CAC Stock Option divided by (yi) the Exchange RatioeLoyalty Value and (ii) the trading price of TSC Common Stock after the Distribution (the "TSC Value"). (c) Each nonqualified option to purchase TSC Common Stock granted after June 21, 1999 to a person other than a person described in Section 9.8(a) and each unvested CAC option to purchase eLoyalty Common Stock Option (other than an option granted pursuant in substitution of an outstanding option to purchase TSC Common Stock) shall continue solely as an option to purchase TSC Common Stock or eLoyalty Common Stock, as the case may be. Each such option to purchase TSC Common Stock shall be adjusted to reflect the Distribution, based on a comparison of (i) the Combined Value and (ii) the TSC Value. Each such option to purchase eLoyalty Common Stock shall not be adjusted. (d) Each option to purchase TSC Common Stock that is an incentive stock option, within the meaning of Section 422 of the Code, shall be converted into an incentive stock option to purchase the stock of the corporation with which the optionee is employed immediately after the Distribution. Such options converted into substitute options to purchase eLoyalty Common Stock shall be adjusted in the manner described in Section 9.8(a) and such options converted into adjusted options to purchase TSC Common Stock shall be adjusted in the manner described in Section 9.8(c). (e) TSC and eLoyalty agree to assist each other as appropriate with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended ongoing administration of the outstanding options issued to provide that it shall become vested and exercisable (at target performance levelsemployees of the other Party, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) or issued by the Surviving Entity or any of other Party to its Subsidiaries or for Good Reason (as defined herein)employees, in either case within six (6) months following under the Effective Time. Prior to TSC stock incentive plans and 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 amendedeLoyalty stock incentive plans, 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 7.9.1. At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common BCS Stock (each, a “CAC "BCS Stock Option”") will, at and all obligations of BCS 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 BCS Stock Option Plans. Each 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 every BCS Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, 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 levelssubject to, 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 set forth in the CAC BCS Stock Plan for each CAC Option Plans and in the other documents governing such BCS Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such BCS Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of BCS Stock that were purchasable under such BCS Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BCS Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended quotient determined by dividing (A) the exercise price per share of BCS Stock at which such BCS Stock Option was exercisable immediately 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 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 of the Merger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BCS Stock Option a document evidencing the assumption of such BCS Stock Option by GBB pursuant to this Section 7.9. 7.9.2. GBB shall comply with the terms of the BCS Stock Option Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that BCS Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. 7.9.3. At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.9.

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 renewal of the option within the meaning of Sections 409A and 424(h) of the Code. NPB and KNBT agree to take all necessary steps to effect the foregoing provisions of this Section 2.05 (a), including in the case of NPB taking all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of the options to issue shares of NPB Common Stock issued in accordance herewith. (b) As soon as practicable after the Effective Date, but in no event later than ten (10) Business Days after the Effective Date, NPB shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any of its Subsidiaries successor or for Good Reason (as defined hereinother appropriate forms), with respect to the shares of NPB Common Stock subject to the options referred to in either paragraph (a) of this Section 2.05 and shall use its reasonable efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding in the case within six of a Form S-8 or, in the case of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (6c) months following As soon as practicable after the Effective TimeDate, but in no event later than twenty (20) Business Days after the Effective Date, NPB shall deliver to the holders of KNBT Options at the Effective Time appropriate notices setting forth the effect of the adjustments described in Section (a) and advising of the registration of the shares of NPB Common Stock issuable upon exercise thereof after consummation of the Merger. (d) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall administer the KNBT Stock Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated under the Exchange Act.

Stock Options. Immediately (a) Each OS Option whether or not exercisable that is outstanding and held by an OS Group Employee, Former OS Group Employee, OS Director, Civeo Director or Former Civeo Group Employee (an “OS Employee Option”) as of immediately prior to the Effective Time shall, upon the Effective Time, be adjusted such that (i) the number of shares of OS Common Stock subject to such OS Employee Option is the Adjusted OS Share Number (following such adjustment, the OS Employee Option shall be an “Adjusted OS Option”) and (ii) the per share exercise price of such Adjusted OS Option is the OS Adjusted Exercise Price. Other than as described in the preceding sentence, following the Effective Time, the Adjusted OS Option shall remain subject to the same terms and conditions as applicable to the OS Employee Option prior to the Effective Time, each . (b) Each OS Option whether or not exercisable that is outstanding and unexercised option to purchase shares of CAC Common Stock held by a Civeo Group Employee (each, a “CAC Stock Civeo Employe Option”) willas of immediately prior to the Effective Time shall, at 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 Civeo Common Stock granted under the Civeo New Equity Plan equal to the Civeo Share Number (each, a “Converted Stock Civeo 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 with an exercise price per share (rounded up of Civeo Common Stock equal to the nearest whole cent) equal to (x) Civeo Adjusted Exercise Price. Each Civeo Option described in 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 preceding sentence shall be amended 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 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 after the Effective Time as were the terms and conditions applicable under to the CAC Stock Plan for each CAC Stock corresponding Civeo Employee Option immediately prior to the Effective Time. Immediately prior to Time (including vesting); provided, however, that from and after the Effective Time, Time the vesting and exercisability of each outstanding and unvested CEC Stock Civeo Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended determined based upon continued service with the Civeo Group rather than the OS Group. (c) The adjustments described in this Section 4.3 with respect to provide OS Options shall be effected in a manner that it shall become vested and exercisable (at target performance levelsis consistent with Section 409A of the Code and, if applicable) upon the optionee’s termination of employment without with respect to any OS Options “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)incentive stock options”, in either case within six (6a manner consistent with Section 424(a) months following of the Effective TimeCode.

Stock Options. Immediately prior Employee shall receive a grant of 120,000 stock options for shares of common voting stock in CCE Spinco. Such grant shall be contingent on the closing of the spin-off of the Company from its current parent, Clear Channel Communications, Inc. and issued at the time of the spin-off of the Company. The option price shall be the fair market value on the grant date, which shall be on the 3rd day following the closing of the anticipated spin-off of the Company from its current parent, Clear Channel Communications, Inc. Any further stock option grants for shares of voting common stock will be granted based upon the performance of the Employee, which will be assessed in the sole discretion of the Compensation Committee of the Board. Options shall be issued in a manner consistent with the current vesting schedule for Clear Channel Communications, Inc. or as subsequently amended by the Board of CCE Spinco; however, subsequent amendments to the Effective Timevesting schedule shall be no less favorable to Employee unless he agrees to such amendment. Of the options that are granted, 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 ISOs shall be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal granted 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 Ratioextent allowed by law; otherwise, 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 non-qualified options shall be amended to provide granted. If the Compensation Committee determines that it Employee's performance merits issuance of options, then such options shall become vested and exercisable (at target performance levelsbe issued as stated on the attached Exhibit A for calendar year 2005. For future years, if applicable) upon the optionee’s termination any grant of employment without “cause” (as defined options shall be determined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by discretion of the Surviving Entity or any of its Subsidiaries or Compensation Committee; however, for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time2006 and 2007, the CAC Board Company shall adopt appropriate resolutions and take all other actions necessary not set incentive performance criteria that are more stringent or less favorable to cause each CAC Stock Option to Employee than the requirements stated in Exhibit A. All option grants shall be converted, assumed and amended, as applicable, in accordance with made under 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 set forth in the applicable under the CAC Stock Plan for each CAC Stock Option immediately prior Plan under which they are issued. The Company reserves the right to modify any future Company stock option plan with respect to the Effective Timechange of control or any other provision of said plan. Immediately prior The Company's obligations under this Section are conditioned upon and subject to the Effective TimeCompany's decision, each outstanding and unvested CEC Stock Option granted under in its sole discretion, to alter, suspend or discontinue its stock option grant program, but if the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that Company does so, it shall become vested and exercisable (at target performance levels, if applicable) upon replace the optionee’s termination program with an alternative form or method of employment without “cause” (as defined in compensation which would yield equal compensation to Employee for the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any same level of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeperformance.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of Decor (or, if appropriate, any committee administering the Decor Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding Decor Employee Stock Options granted under Decor 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 Decor Employee Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter 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 (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 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 on the same terms and conditions as were applicable under such Decor Employee Stock Option, including vesting as such may be accelerated at the CAC Effective Time pursuant to the terms of such Decor Employee Stock Plan for each CAC Options in effect as of the date hereof (which include cashless exercise), the same number of shares of Interiors Class A Common Stock as the holder of such Decor Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Decor Employee Stock Option in full immediately prior to the Effective Time. Immediately prior , with any fractional shares of Interiors Class A Common Stock resulting from such calculation being rounded to the nearest whole share, at a price per share of Interiors Class A Common Stock equal to (A) the aggregate exercise price for the shares of Decor Common Stock otherwise purchasable pursuant to such Decor Employee Stock Option divided by (B) the aggregate number of shares of Interiors Class A Common Stock deemed purchasable pursuant to such Decor Employee Stock Option, rounding the exercise price thus determined down to the nearest whole cent (each, as so adjusted, an "Adjusted Option"); and (ii) take such other actions relating to the Decor Stock Plans as Decor and Interiors may agree are appropriate to give effect to the Merger, including as provided in Section 5.7. (b) As soon as practicable after the Effective Time, each outstanding and unvested CEC Stock Option granted under Interiors shall deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan holders of Decor Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Decor Stock Plans and the agreements evidencing the grants of such Decor Employee Stock Options and that such Decor Employee Stock Options and agreements shall be amended assumed by Interiors and shall continue in effect on the same terms and conditions (subject to provide that it shall become vested the adjustments required by this Section 5.6 after giving effect to the Merger). (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 Interiors, together with the consideration therefor and exercisable (at target performance levelsthe federal withholding tax information, if applicableany, required in accordance with the related Decor Stock Plan. (d) upon Except as otherwise contemplated by this Section 5.6 and except to the optionee’s termination extent required under the respective terms of employment without “cause” (the Decor Employee Stock Options in effect as defined in of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by date hereof, all restrictions or limitations on transfer and vesting with respect to Decor Employee Stock Options awarded under the Surviving Entity Decor Stock Plans or any other plan, program or arrangement of Decor or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Interiors as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately On the Effective Date, but not as part of the Arrangement, each Dolly Varden Option outstanding immediately prior to the Effective Time, each outstanding whether vested or unvested, shall be deemed to be vested to the fullest extent, and unexercised option following completion of the step set out in Section 4.1(d), but for greater certainty prior to the completion of the step set out in Section 4.1(e), shall be exchanged for a Replacement Option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at from Contango 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 Contango Shares (rounded down to the nearest whole sharenumber) of equal to: (iA) the Exchange Ratio, multiplied by (B) the number of shares of CAC Common Stock Dolly Varden Shares subject to such CAC Stock Dolly Varden Option and (ii) immediately prior to the Exchange RatioEffective Time, at an exercise price per share Dolly Varden Share (rounded up to the nearest whole cent) equal to (xM) the U.S. Dollar Equivalent of the exercise price of per Dolly Varden Share otherwise subject to 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 Dolly Varden Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio. Immediately prior Except as set out above, all other terms and conditions of such Replacement Option, including the conditions to and manner of exercising, will be the same as the Dolly Varden Option so exchanged, and shall be governed by the terms of the Dolly Varden Option Plan, and any document evidencing a Dolly Varden Option shall thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Options will be issued and the Replacement Options shall be governed by and be subject to such certificates, other than as amended hereby. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Dolly Varden Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option would, but for this sentence, exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option for which it is exchanged, the number of Contango Shares which may be acquired on exercise of the Replacement Option at and after the Effective TimeTime will be automatically adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option. Additionally, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan extent the exchange of a Dolly Varden Option for a Replacement Option is subject to Section 409A of the Code, the exercise price, the number of Contango Shares which may be acquired on exercise of the Replacement Option and the terms and conditions of exercise of such option shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon determined in a manner consistent with the optionee’s termination requirements of employment without “cause” (as defined in Section 409A of 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 (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 BCB Option or Heritage Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and unvested CEC the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. BCB and Heritage agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(f). (ii) As soon as practicable after the Effective Date, the Holding Company shall deliver to each participant in each Heritage Stock Option granted under Plan and each BCB Stock Option Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such Heritage Stock Option Plan or BCB Stock Option Plan shall continue in effect on the same terms and conditions, including without limitation the duration thereof, subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by Section 1.02(f)(i) hereof after giving effect to the Consolidation. Within 30 days after the Effective Date, the Holding Company shall file a registration statement on Form S-3 or Form S-8, as the case may 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 successor or for Good Reason (as defined hereinother appropriate forms), in either case within six (6) months following with respect to the Effective Timeshares of Holding Company Common Stock subject to such options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of HFS (or, if appropriate, any committee administering the HFS Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding HFS Employee Stock Options granted under HFS 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 HFS Employee Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter 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 (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 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 on the same terms and conditions as were applicable under such HFS Employee Stock Option, including vesting as such may be accelerated at the CAC Effective Time pursuant to the terms of such HFS Employee Stock Plan for each CAC Options in effect as of the date hereof (which include cashless exercise), the same number of shares of CUC Common Stock as the holder of such HFS Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such HFS Employee Stock Option in full immediately prior to the Effective Time. Immediately prior , with any fractional shares of CUC Common Stock resulting from such calculation being rounded to the nearest whole share, at a price per share of CUC Common Stock equal to (A) the aggregate exercise price for the shares of HFS Common Stock otherwise purchasable pursuant to such HFS Employee Stock Option divided by (B) the aggregate number of shares of CUC Common Stock deemed purchasable pursuant to such HFS Employee Stock Option, rounding the exercise price thus determined down to the nearest whole cent (each, as so adjusted, an "Adjusted Option"); and (ii) take such other actions relating to the HFS Stock Plans as HFS and CUC may agree are appropriate to give effect to the Merger, including as provided in Section 5.7. (b) As soon as practicable after the Effective Time, each outstanding and unvested CEC Stock Option granted under CUC shall deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan holders of HFS Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the respective HFS Stock Plans and the agreements evidencing the grants of such HFS Employee Stock Options and that such HFS Employee Stock Options and agreements shall be amended assumed by CUC and shall continue in effect on the same terms and conditions (subject to provide that it shall become vested the adjustments required by this Section 5.6 after giving effect to the Merger). (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 CUC, together with the consideration therefor and exercisable (at target performance levelsthe federal withholding tax information, if applicableany, required in accordance with the related HFS Stock Plan. (d) upon Except as otherwise contemplated by this Section 5.6 and except to the optionee’s termination extent required under the respective terms of employment without “cause” (the HFS Employee Stock Options in effect as defined in of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by date hereof, all restrictions or limitations on transfer and vesting with respect to HFS Employee Stock Options awarded under the Surviving Entity HFS Stock Plans or any other plan, program or arrangement of HFS or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by CUC as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately (a) Each stock option (and any related rights) to purchase capital stock of any of the VSP Reorganization Entities (as hereinafter defined) granted under stock option plans of the VSP Reorganization Entities outstanding prior to the Effective Timeconsummation of the Reorganization (as hereinafter defined) (each, each outstanding and unexercised a "VSP Reorganization Entity Option") shall be converted into a stock option to purchase shares of CAC Class A Common Stock under the Company's Stock Option Plans (the "Company Stock Option Plan") prior to the Closing Date on the terms and conditions described in Schedule 2.05(b) pursuant to the Reorganization (as hereinafter defined). (b) Each stock option (and any related alternative rights) to purchase one share of Common Stock (eachthe "Stock Options") granted under the Company's Stock Option Plan (including those granted to current or former employees, a “CAC consultants and directors of the Company or the VSP Reorganization Entities and including those stock options granted pursuant to Section 1.09(a) above), which Stock Option”) will, Options are outstanding at the Effective TimeTime (whether or not then presently exercisable), cease other than those that will expire by their terms in connection with or as a result of the Merger and those that are cancelled pursuant to represent an option Section 5.09(a) in exchange for newly issued options to purchase CAC shares of Acquiror Common Stock pursuant to separate option exchange agreements (as defined in Section 5.09(a)) entered into between Acquiror and the holders of Stock Options, will be converted automatically at the Effective Time into an option to purchase a an equal number of shares of CEC Acquiror Common Stock (each, at a “Converted Stock Option”) price per share 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 Class B Common Stock under each Stock Option divided by (y) the Exchange Ratio, and each unvested CAC "Option Consideration"). 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 and exercisable (at target performance levels, if applicable) upon the optionee’s termination terminate as 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 TimeTime and thereafter the only rights of participants therein shall be the right to receive the consideration set forth in this Section 1.09. Prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions and take all other actions necessary use its reasonable efforts to cause each CAC holder of outstanding Stock Options to execute an Option Exchange Agreement in form and substance acceptable to Acquiror, and shall take such other action as may be converted, assumed and amended, as applicable, in accordance with necessary to carry out the foregoing. Following the Effective Time, except for the amendment terms of this Section 1.09." Amendment to Section 1.11(b) of the unvested CAC Stock Options granted pursuant Agreement. Section 1.11(b) of the Agreement is hereby amended and restated 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 read 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.entirety:

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 prior to (a) At and as of the Effective TimeTime of the Merger, each SJNB Stock Option that 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 an option to purchase CAC Common Stock shall be assumed by GBB and will be converted automatically into an option to purchase a such number of shares of CEC Common GBB Stock at an exercise price determined as provided below (each, a “Converted and otherwise having the same duration and other terms as the SJNB Stock Option”) Option pursuant to the SJNB Stock Option Plan). Each SJNB Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common SJNB Stock subject to that were purchasable under 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 SJNB Stock Option immediately prior to the Effective Time. Immediately Time of the Merger multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole number of shares of GBB Stock; and (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such SJNB Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per share of SJNB Stock at which such SJNB Stock Option was exercisable immediately prior to the Effective TimeTime of the Merger by (B) the Conversion Ratio, with such quotient rounded up to the nearest cent. After the Effective Time of the Merger, GBB shall issue to each holder of an outstanding and unvested CEC SJNB Stock Option granted under a document evidencing the assumption of such SJNB Stock Option by GBB pursuant to this Section 7.9. (b) GBB shall comply with the terms of the SJNB Stock Option Plan and cause, to the Caesars Entertainment Corporation 2012 Performance Incentive extent required by, and subject to the provisions of, such Plan and the Code, the SJNB Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger to continue to qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall be amended take all corporate action necessary to provide that reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of SJNB Stock Options assumed by it shall become vested and exercisable (at target performance levelsin accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if applicable) upon the optionee’s termination of employment without “cause” necessary, file a registration statement on Form S-8 (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any successor or other appropriate form) with respect to the shares of its Subsidiaries GBB Stock subject to such options and shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for Good Reason (so long as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately prior to (a) At the Company Merger Effective TimeDate, each outstanding and unexercised option granted by SWB (a "SWB Option") to purchase shares of CAC SWB Common Stock (eachwhich is outstanding and unexercised immediately prior thereto shall, a “CAC Stock Option”except as otherwise provided in this Section 2.06(c) willhereof, 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 shares of Alliance Bancorp Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the SWB's Stock Option Plan for Outside Directors and the Incentive Stock Option Plan (collectively, the "SWB Option Plans")): (1) The number of shares of CEC Alliance Bancorp Common Stock (each, a “Converted Stock Option”) to be subject to the new option shall be equal to the product (of the number of shares of SWB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional share of Alliance Bancorp Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2) The exercise price per share of Alliance Bancorp Common Stock under the new option shall be equal to the exercise price per share of SWB Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option, except that all references to the SWB shall be deemed to be references to Alliance Bancorp. (ib) Prior to the Company Merger Effective Date, Alliance Bancorp shall reserve for issuance, the number of shares of CAC Alliance Bancorp Common Stock necessary to satisfy Alliance Bancorp's obligations under this Section 2.06. Within thirty days after the Company Merger Effective Date, Alliance Bancorp shall file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Alliance Bancorp Common Stock subject to such CAC options to acquire Alliance Bancorp Common Stock Option and (iiissued pursuant to Section 2.06(a) 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 Ratiohereof, and each unvested CAC Stock Option granted pursuant shall use its reasonable best efforts to maintain 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 current status 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 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 amendedprospectus contained therein, as applicablewell as comply with applicable state securities or "blue sky" laws, 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 so long 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 Timesuch options remain outstanding.

Stock Options. Immediately (a) First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that options issued under the First Data Corporation 1992 Long Term Incentive Plan, the 2002 First Data Corporation Long Term Incentive Plan, the First Data Corporation 1993 Director’s Stock Option Plan, the Concord EFS, Inc. 1993 Incentive Stock Option Plan, the Concord EFS, Inc. 2002 Stock Option Plan, and the Star Systems, Inc. 2000 Equity Incentive Plan (collectively, the “First Data LTIPs”) to purchase First Data Common Stock (“First Data Stock Options”) held at the close of business on the Distribution Date by current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees and Business Employees whose employment terminated prior to the Effective Time, each outstanding Distribution Date (or their respective transferees) shall be replaced pursuant to the terms of the First Data LTIPs with an adjusted First Data Stock Option with an adjusted exercise price and unexercised a substitute option issued under The Western Union Company 2006 Long Term Incentive Plan or The Western Union Company 2006 Non-Employee Directors’ Equity Plan (collectively the “Western Union LTIPs”) to purchase shares of CAC Western Union Common Stock (each, a “CAC Western Union 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 First Data Stock Option will be equal to the number of CAC shares of First Data 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 Western Union Stock Option will be equal to the number of shares of Western Union Common Stock that the option holder would have received in the Distribution had the First Data Common Stock subject to the option represented outstanding shares of First Data Common Stock, at an and (iii) the per share option exercise price of the original First Data Stock Option will be proportionally allocated between such separate stock options based upon the relative per share (rounded up trading prices of First Data Common Stock and Western Union 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 nearest whole cent) equal to (x) Code. Each adjusted First Data Option and substituted Western Union Option adjusted from or substituted for an original First Data Option described in this Section 5.01(a), when combined, will in the exclusive and sole discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of such original First Data Option, and each will preserve the ratio from the original option of 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 fair market value of the stock subject to the option. Fractional shares 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” (adjusted or compensated by First Data as defined appropriate 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 sole discretion of the unvested CAC Stock Options granted pursuant to Compensation Committee of 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 First Data Board 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 TimeDirectors.

Stock Options. Immediately (a) At the Effective Time, all options granted by Pamrapo (“Pamrapo Options”) to purchase shares of Pamrapo Common Stock which are outstanding and unexercised immediately prior thereto shall be converted, in their entirety, automatically into options to purchase shares of BCB Common Stock (the “Continuing Options”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of Pamrapo Bancorp, Inc.’s 2003 Stock Based Incentive Plan (the “Pamrapo Stock Plan”): (1) The number of shares of BCB Common Stock to be subject to the Continuing Options shall be equal to the product of the number of shares of Pamrapo Common Stock subject to the Pamrapo Options and the Exchange Ratio, provided that any fractional shares of BCB Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (2) The exercise price per share of BCB Common Stock under the Continuing Options shall be equal to the exercise price per share of Pamrapo Common Stock under the Pamrapo Options divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options which are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the Continuing Options shall be the same as the Pamrapo Options, except that all references to Pamrapo shall be deemed to be references to BCB. (b) At all times after the Effective Time, BCB shall reserve for issuance such number of shares of BCB Common Stock as necessary so as to permit the exercise of Continuing Options in the manner contemplated by this Agreement and in the instruments pursuant to which such options were granted. Shares of BCB Common Stock issuable upon exercise of Continuing Options shall be covered by an effective registration statement on Form S-8, and BCB shall file a registration statement on Form S-8 covering such shares as soon as practicable after the Effective Time, but in no event later than 30 days after the Effective Time. (c) Continuing Options may be exercised in accordance with the terms of the Pamrapo Options in effect 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 applicable law 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 Timeregulation.

Stock Options. Immediately prior to (a) At the Effective TimeDate, each outstanding and unexercised option to purchase shares of CAC PRFS Common Stock (each, a “CAC Stock PRFS Option”) will, that (i) is outstanding at the Effective TimeDate and (ii) has been granted pursuant to the PRFS Option Plans, shall become fully vested and exercisable and cease to represent an option a right to purchase CAC acquire shares of PRFS Common Stock and will shall be converted automatically into an option to purchase a number of acquire shares of CEC CMTY Common Stock on the terms set forth below (each PRFS Option, as substituted, an “Adjusted PRFS Option”). (b) An Adjusted PRFS Option shall be a stock option to acquire shares of CMTY Common Stock (each, a “Converted Stock Option”) equal including the associated rights to purchase securities pursuant to the product (rounded down to Rights Agreement) with the nearest whole share) of following terms: (i) the number of shares of CAC CMTY Common Stock, which may be acquired pursuant to the Adjusted PRFS Option, shall be equal to the product of the number of shares of PRFS Common Stock subject covered by the corresponding PRFS Option multiplied by the Exchange Ratio, provided that any fractional share of CMTY Common Stock resulting from the multiplication shall be rounded down to such CAC Stock Option and the nearest whole share; (ii) the Exchange Ratio, at an exercise price per share (of CMTY Common Stock issuable upon exercise of the Adjusted PRFS Option shall be equal to the exercise price of the corresponding PRFS Option immediately prior to its conversion to an Adjusted PRFS Option, divided by the Exchange Ratio, provided that the exercise price shall be rounded up down to the nearest whole cent) equal to ; (xiii) the exercise price duration and other terms of such CAC Stock the Adjusted PRFS Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant shall be identical to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested duration 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 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 corresponding PRFS Option immediately prior to its conversion to an Adjusted PRFS Option, except that all references to PRFS shall be deemed to be references to CMTY and its affiliates, where the context so requires and shall remain exercisable until the stated expiration date of the corresponding PRFS Option; (iv) CMTY shall assume the PRFS Option, as contemplated by the IRC; and (v) to the extent PRFS Options qualify as incentive stock options under IRC Section 424, the Adjusted PRFS Options exchanged therefor shall also so qualify. (c) No later than the Effective Time. Immediately prior Date, CMTY shall file a registration statement on Form S-8 (or any other successor or appropriate form) with respect to the Effective Time, each outstanding shares of CMTY Common Stock (and unvested CEC Stock Option granted under the associated rights to purchase securities pursuant to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Rights Agreement) subject to the Adjusted PRFS Options, and shall be amended use its reasonable best efforts to provide that it maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding. (d) As soon as practicable after the Effective Date, but in no event later than ten (10) Business Days after the Effective Date, CMTY shall become vested and exercisable (at target performance levels, if applicable) upon deliver to the optionee’s termination holders of employment without “cause” (as defined Adjusted PRFS Options appropriate notices setting forth the effect of the adjustments described in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSection 2.06(b), above. (e) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, CMTY shall administer the PRFS Option Plan in either case within six (6) months following a manner consistent with the Effective Timeexemptions provided by Rule 16b-3 promulgated under the Exchange Act.

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 which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the IRC, and the regulations and guidance promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the IRC. Tower and Graystone agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(g), including in the case of Tower taking all corporate action necessary to reserve for issuance a sufficient number of shares of Tower Common Stock for delivery upon exercise of the options to issue shares of Tower Common Stock issued in accordance herewith. (ii) As soon as practicable after the Effective Date, Tower shall use its reasonable efforts to file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shares of Tower Common Stock subject to the options referred to in paragraph (i) of this Section 1.02(g) and shall be amended use its reasonable efforts to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon maintain the optionee’s termination current status of employment without “cause” (the prospectus or prospectuses contained therein for so long as defined such options remain outstanding in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any case of its Subsidiaries or for Good Reason (as defined herein)a Form S-8 or, in either the case within six of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (6iii) months following As soon as practicable after the Effective TimeDate, Tower shall deliver to the holders of Graystone Stock Options at the Effective Date appropriate notices setting forth the effect of the adjustments described in Section 1.02(g) and advising of the registration of the shares of Tower Common Stock issuable upon exercise thereof after consummation of the Merger. (iv) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Tower shall administer the Graystone Stock-Based Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated under the Exchange Act.

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common Coast Stock (each, a “CAC "Coast Stock Option”") will, at and all obligations of Coast 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 Coast Stock Option Plan. Each 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 every Coast Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, 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 levelssubject to, 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 set forth in the CAC Coast Stock Option Plan for each CAC and in the other documents governing such Coast Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such Coast Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of Coast Stock that were purchasable under such Coast Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding with such product rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such Coast Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan quotient determined by dividing (A) the exercise price per share of Coast Stock at which such Coast Stock Option was exercisable immediately prior to the Effective Time of the Merger by (B) the Conversion Ratio. As soon as reasonably practicable after the Effective Time of the Merger, GBB shall be amended issue to provide each holder of an outstanding Coast Stock Option a document evidencing the assumption of such Coast Stock Option by GBB pursuant to this Section 7.9. (b) GBB shall use its commercially reasonable efforts to comply with the terms of the Coast Stock Option Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that Coast Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it shall become vested and exercisable (at target performance levelsin accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if applicablenecessary, file a registration statement on Form S-8 (or any successor or other appropriate form) upon with respect to the optionee’s termination shares of employment without “cause” GBB Stock (as defined increased in accordance with this Agreement) subject to such options and shall use all reasonable efforts to maintain the Caesars Entertainment Corporation 2012 Performance Incentive Planeffectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) by the Surviving Entity or any of its Subsidiaries or for Good Reason (so long as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common PBC Stock (each, a “CAC "PBC Stock Option”") will, at and all obligations of PBC 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 PBC Stock Option Plans. Each 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 every PBC Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, 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 levelssubject to, 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 set forth in the CAC PBC Stock Plan for each CAC Option Plans and in the other documents governing such PBC Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such PBC Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of PBC Stock that were purchasable under such PBC Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such PBC Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended quotient determined by dividing (A) the exercise price per share of PBC Stock at which such PBC Stock Option was exercisable immediately 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 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 of the Merger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding PBC Stock Option a document evidencing the assumption of such PBC Stock Option by GBB pursuant to this Section 7.10. (b) GBB shall comply with the terms of the PBC Stock Option Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that PBC Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.10.

Stock Options. Immediately prior to (a) As of the Effective Time, each of the stock options listed in Section 5.4(b) of the VTE Disclosure Memorandum (the "VTE Stock Options") which is outstanding as of the date hereof and unexercised option to purchase shares has not expired as of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock Time shall be assumed by Premiere and will be converted automatically into an option (or a new substitute option shall be granted) to purchase a the number of shares of CEC Premiere 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 VTE Common Stock subject to such CAC the VTE Stock Option and (ii) multiplied by the Exchange Ratio, Ratio at an exercise price per share of Premiere Common Stock (rounded up to the nearest whole cent▇▇▇▇▇) equal to (x) the former exercise price per share of VTE Common Stock under such CAC Stock Option option immediately prior to the Effective Time divided by (y) 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 Company 2014 Performance Incentive Plan) by the Surviving Entity or case of 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 VTE Stock Option to -------- ------- which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be convertedadjusted, assumed and amendedif necessary, as applicableto comply with Section 424(a) of the Code, provided however, no adjustment shall be made which could, in accordance with the foregoing. Following the Effective Timereasonable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, except preclude pooling of interests accounting treatment for the amendment of Merger. Except as provided above, the unvested CAC converted or substituted options for Premiere Common Stock Options granted pursuant shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by substantially the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable under the CAC to VTE Stock Plan for each CAC Stock Option Options immediately prior to the Effective Time. Immediately Premiere acknowledges that all outstanding VTE Stock Options specifically disclosed herein will become fully vested immediately prior to the Effective Time in accordance with the terms of the agreements relating thereto, except to the ------------- extent that any such vesting would preclude pooling of interest accounting -------------------------------------------------------------------------- treatment for the Merger. ------------------------ (b) Premiere agrees that (i) within fifteen (15) days after the Effective Time it will cause to be filed one or more registration statements on Form S-8 under the Securities Act, or amendments to its existing registration statements on Form S-8 or amendments to such other registration statements as may be available, in order to register the Premiere Common Stock issuable upon exercise of the aforesaid converted VTE Stock Options (the "Underlying Stock"), provided, however, that no such Form S-8 is required to be filed if Premiere has registered sufficient shares under its current S-8 to cover all the Underlying Stock plus all shares underlying stock options currently outstanding and issuable not otherwise exempt from registration, and (ii) at or prior to the Effective Time, each outstanding and unvested CEC Premiere shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Premiere Common Stock Option granted under for delivery upon exercise of the options substituted pursuant to this Section 3.6. The consummation of the Caesars Entertainment Corporation 2012 Performance Incentive Plan Merger shall not be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s treated as a termination of employment without “cause” (as defined in for purposes of 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 TimeVTE Option 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 At the Effective Time, each option granted by Pinnacle to purchase shares of Pinnacle Common Stock which is outstanding and unexercised immediately prior thereto (each, a "Pinnacle Option") shall, by virtue of the Merger and without any further action by the holder thereof, cease to represent a right to acquire shares of Pinnacle Common Stock and shall be promptly replaced by an option (the "New Option") issued under and subject to the appropriate stock option plan of BancorpSouth to purchase shares of BancorpSouth Common Stock in an amount and at an exercise price determined as provided below: (a) The number of shares of BancorpSouth Common Stock to be subject to the New Option shall be equal to the number of shares of BancorpSouth Common Stock to which the holder of the Pinnacle Option would have been entitled under Section 1.4(a) of this Agreement had the Pinnacle Option been exercised in full immediately prior to the Effective Time and had such holder received only Stock Consideration in the Merger, provided that any fractional shares of BancorpSouth Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (b) The exercise price per share of BancorpSouth Common Stock under the New Option shall be equal to the aggregate exercise price for the shares of Pinnacle Common Stock otherwise purchasable under the Pinnacle Option divided by the number of shares of BancorpSouth Common Stock issuable under the New Option pursuant to Section 1.5(a), provided that any such exercise price which would otherwise include a fraction of a cent shall be rounded to the nearest whole cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with section 424(a) of the Code and, to the extent it is not so consistent, such section 424(a) shall override anything to the contrary contained herein. The duration of the New Option shall be the same as the original option. All New Options shall be currently exerciseable by the holder thereof to the extent required by the option agreements for the Pinnacle Options. (c) At or prior to the Effective Time, each outstanding and unexercised option BancorpSouth shall take all corporate action necessary to purchase shares of CAC Common Stock (each, reserve for issuance 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 sufficient number of shares of CEC BancorpSouth 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 for delivery 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 (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 TimeNew Options. Immediately At or prior to the Effective Time, each outstanding and unvested CEC BancorpSouth shall take such action as is necessary to ensure that a registration statement on Form S-8, S-4 or other applicable form is effective to cover the shares of ▇▇▇▇▇▇▇▇outh Common Stock Option granted under 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 TimeNew Options.

Stock Options. Immediately prior to On the Effective Time, each outstanding BTI hereby assigns, delegates and unexercised transfers to BTITC, and BTITC hereby assumes and continues: (i) all of BTI's stock option to purchase shares plans (including, without limitation, all of CAC Common Stock (eachBTI's rights, a “CAC Stock Option”title, interests, remedies, powers, obligations and duties 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 BTI Common Stock (eachincluding, a “Converted Stock Option”) equal without limitation, all of BTI's rights, title, interests, remedies, powers, obligations and duties under such stock options), whether granted under any such stock option plan or otherwise. The outstanding and unexercised portions of all options to purchase BTI Common Stock, including without limitation all options outstanding under BTI's stock option plans and any other outstanding stock options shall, as of the product (rounded down Effective Time, become options to the nearest whole share) of (i) purchase the number of shares of CAC BTI Common Stock equal to the number of shares of BTI Common Stock subject to such CAC Stock Option and (ii) option multiplied by the Exchange RatioRatio with no other changes in terms or conditions, at an exercise price (except for a corresponding adjustment to the per share exercise price), 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 (rounded up the "Code"). Consistent with the provisions of the Code and the regulations, BTITC may, in its discretion, grant new options to purchase shares of BTITC Common Stock under the nearest whole cent) equal to (x) continued stock plans or otherwise, in the exercise price stead of such CAC BTI Common Stock Option divided by (y) as if BTITC had been the Exchange Ratiocreator of BTI's stock option plans and stock options, and each unvested CAC BTITC shall be substituted for and have all the obligations and liabilities of BTI under such continued stock plans and stock options. BTITC Common Stock Option shall be substituted for BTI Common Stock on a 272.72-for-1 basis as to any options granted by BTITC 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 BTI's stock option plans and stock options shall be preserved for the employees of BTI, each the assumption of such stock option plans and the outstanding and unvested CEC unexercised portions of all options to purchase BTI Common Stock Option by BTITC 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) As of the Effective Time, (i) each outstanding Sports Authority Employee Stock Option shall be converted into an option (an "Adjusted Option") to purchase the number of shares of Woolworth Common Stock equal to the number of shares of Sports Authority Common Stock subject to such Sports Authority Employee Stock Option immediately prior to the Effective Time, each outstanding and unexercised option Time multiplied by the Exchange Ratio (rounded 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 nearest whole number of shares of CEC Woolworth Common Stock (eachStock), a “Converted Stock Option”) at an exercise price per share equal to the product exercise price for each such share of Sports Authority Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole share) of cent), and all references in each such option to Sports Authority shall be deemed to refer to Woolworth, where appropriate; PROVIDED, HOWEVER, that the adjustments provided in this clause (i) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code, shall be affected in a manner consistent with the requirements of Section 424(a) of the Code, and (ii) Woolworth shall assume the obligations of Sports Authority under the Sports Authority Stock Plans. The other terms of each Adjusted Option, and the plans or agreements under which they were issued, shall continue to apply in accordance with their terms. The date of grant of each Adjusted Option shall be the date on which the corresponding Sports Authority Employee Stock Option was granted. (b) Sports Authority agrees that each of the Sports Authority Stock Plans shall be amended, to the extent necessary, to reflect the transactions contemplated by this Agreement, including, but not limited to the conversion of shares of Sports Authority Common Stock held or to be awarded or paid pursuant to such benefit plans, programs or arrangements into shares of Woolworth Common Stock on a basis consistent with the transactions contemplated by this Agreement. Sports Authority agrees to submit the amendments to the Sports Authority Stock Plans to its stockholders, if such submission is determined to be necessary by counsel to Sports Authority or Woolworth after consultation with one another; PROVIDED, HOWEVER, that such approval shall not be a condition to the consummation of the Merger. (c) Woolworth shall (i) reserve for issuance the number of shares of CAC Woolworth Common Stock that will become subject to such CAC Stock Option the benefit plans, programs and arrangements referred to in this Section 5.6 and (ii) issue or cause to be issued the Exchange Ratioappropriate number of shares of Woolworth Common Stock pursuant to applicable plans, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) programs and arrangements, upon the exercise price or maturation 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 rights existing thereunder on the Effective TimeTime or thereafter granted or awarded. Prior to No later than the Effective Time, Woolworth shall prepare and file with the CAC Board shall adopt SEC a registration statement on Form S-8 (or other appropriate resolutions and take all other actions form) registering a number of shares of Woolworth Common Stock necessary to cause each CAC Stock Option to fulfill Woolworth' obligations under this Section 5.6. Such registration statement shall be converted, assumed kept effective (and amended, the current status of the prospectus required thereby shall be maintained) for at least as applicable, in accordance with the foregoing. Following long as Adjusted Options remain outstanding. (d) As soon as practicable after the Effective Time, except for Woolworth shall deliver to the amendment holders of the unvested CAC Sports Authority Employee Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective Sports Authority Stock Option will Plans and the agreements evidencing the grants of such Sports Authority Employee Stock Options and that such Sports Authority Employee Stock Options and the related agreements shall be assumed by Woolworth 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 after giving effect to the Effective TimeMerger). (e) Woolworth acknowledges that, each outstanding and unvested CEC Stock Option granted under to for purposes of the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelsSports Authority Benefit Plans other than those listed on Schedule 5.6(e) of the Sports Authority Disclosure Schedule, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) approval by the Surviving Entity or any Sports Authority shareholders of its Subsidiaries or for Good Reason (as defined herein), this Agreement shall constitute a "change in either case within six (6) months following the Effective Timecontrol" of Sports Authority.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option to purchase shares of CAC North Valley Common Stock (each, a “CAC Stock North Valley Option”) willgranted by North Valley pursuant to the North Valley Bancorp 1989 Director Stock Option Plan, the 1998 Employee Stock Incentive Plan and the 1999 Director Stock Option Plan, each such Plan governed by the laws of the state of California (collectively, the “North Valley Option Plans”) that is outstanding and unexercised immediately prior thereto shall be 100% vested and automatically converted into a 100% vested option to purchase shares of Sterling Common Stock (a “Sterling Option”) in an amount and at an exercise price determined as provided below and otherwise subject to the terms of the North Valley Option Plans: (a) The number of shares of Sterling Common Stock to be subject to each Sterling Option immediately after the Effective Time shall be equal to the product of the number of shares of North Valley Common Stock subject to the applicable North Valley Option immediately before the Effective Time, cease to represent an option to purchase CAC multiplied by 0.8261 (the “Option Exchange Ratio”), provided that any fractional shares of Sterling Common Stock and will resulting from such multiplication shall 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; and (b) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an The exercise price per share (of Sterling Common Stock under each Sterling Option immediately after the Effective Time shall be equal to the exercise price per share of North Valley Common Stock under the applicable North Valley Option immediately before the Effective Time divided by the Option Exchange Ratio, provided that such exercise price shall be 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 . The adjustment provided herein shall be amended and is intended to provide be effected in a manner that it shall become vested is consistent with Section 424(a) of the Code. The duration and exercisable (at target performance levels, if applicable) upon the optionee’s termination other terms 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 each Sterling Option immediately after the Effective Time. Prior to Time shall be the Effective Time, same as 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, corresponding terms in accordance with the foregoing. Following effect immediately before the Effective Time, except for that all references to North Valley in the amendment of North Valley Option Plans (and the unvested CAC Stock Options granted pursuant to corresponding references in the Caesars Acquisition Company 2014 Performance Incentive Planoption agreement documenting such option), each Converted Stock Option will continue shall be deemed to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior references 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 TimeSterling.

Stock Options. At the Effective Time, all options to purchase B2B Common Stock then outstanding shall be treated in accordance with the provisions described below. (i) Immediately prior to the Effective Time, each holder of an outstanding and unexercised option to purchase shares of CAC B2B Common Stock (eacheach a "B2B OPTION") under an Option Plan or otherwise, whether vested or unvested, shall be entitled to receive as of the Effective Time an option to purchase Holding Company Shares (a “CAC Stock "Replacement Option”) will"), at with the vesting schedule for the Replacement Option being the same as the vesting schedule for the corresponding B2B Option with full credit being given by Holding Company for such optionee's length of service with B2B. Following the Effective Time, cease each holder of a Replacement Option, upon exercise of such Replacement Option (if and when vested), shall be entitled to represent an option receive that number of whole shares of Holding Company Shares equal to purchase CAC Common Stock and will be converted automatically into an option to purchase a the product of the number of shares of CEC B2B Common Stock that were issuable upon exercise of the corresponding B2B Option immediately prior to the Effective Time (eachwithout regard to vesting) multiplied by the Exchange Ratio, a “Converted Stock Option”rounded up (in the case of Replacement Options) to the nearest whole number of Holding Company Shares. In addition, following the Effective Time, the per share exercise price for the Holding Company Shares issuable upon exercise of such Replacement Options shall be equal to the product (quotient determined by dividing the exercise price per share of B2B Common Stock at which the corresponding B2B Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share) cent. It is the intention of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) parties that the Exchange RatioReplacement Options be, 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, Nonqualified stock options. Prior to Promptly following the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Holding Company will issue to cause each CAC Stock holder of an Replacement 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 of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock . (ii) Each B2B 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 outstanding immediately prior to the Effective Time. Immediately prior to Time shall be deemed canceled and extinguished without any conversion thereof at the Effective Time, each outstanding and unvested CEC Stock Option granted under subject to issuance 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” (Replacement Options 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 provided herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately (a) To the extent that acceleration of the exercisability of any Ultrak Stock Option is permitted but not required by the applicable governing instrument, then Ultrak shall take all necessary action or refrain from taking action, so as to cause such acceleration not to occur. The Parties acknowledge that the Ultrak Stock Options outstanding under the Ultrak Stock Plan are subject to automatic accelerated vesting without discretionary action by the Ultrak Board of Directors. In connection therewith, at the Effective Time, to the extent permitted by the terms of the relevant governing instruments, each Ultrak Stock Option, whether vested or unvested, shall be assumed by Checkpoint. Unless Ultrak and Checkpoint shall otherwise agree prior to the Effective Time, each outstanding and unexercised option such Ultrak Stock Option shall pursuant to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease Merger Agreement be converted 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 (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 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 on the same terms and conditions as were applicable under such Ultrak Stock Option, shares of Checkpoint Common Stock subject to the CAC following adjustments which shall be made regardless of whether such option was intended to qualify as an incentive stock option under Section 422 of the Code and its applicable regulations: (i) Each Ultrak Stock Plan Option will be exercisable for each CAC a number of whole shares (with any fraction rounded up to the next whole number) of Checkpoint Common Stock (the "Aggregate Number") equal to the product of: (x) the number of shares of Ultrak Common Stock remaining subject to the Ultrak Stock Option immediately prior to the Effective Time. Immediately , multiplied by (y) the Common Stock Exchange Ratio; (ii) The exercise price per share for the number of Checkpoint Common Shares determined in clause (i) shall be a price per share equal to (x) the aggregate exercise price for Ultrak Common Stock remaining subject to such Ultrak Stock Option immediately prior to the Effective TimeTime divided by (y) the Aggregate Number. (b) After the Effective Time and in any event within 30 days, Checkpoint shall promptly issue to each holder of an outstanding and unvested CEC Ultrak Stock Option a document evidencing the foregoing assumptions of said option by Checkpoint or conversions to Checkpoint options. (c) As soon as practicable after the Effective Time (and in any event within 90 days), Checkpoint shall file a registration statement on Form S-8, (or any successor or other appropriate forms) with respect to the shares of Checkpoint Common Stock subject to such options granted under the Ultrak Stock Plan and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) Checkpoint shall administer the Ultrak Stock Plan in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the Caesars Entertainment Corporation 2012 Performance Incentive extent the Ultrak Stock Plan shall be amended complied with such rule 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 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 TimeMerger.

Stock Options. Immediately (a) Each holder of one or more outstanding options to purchase Starseed Common Stock ("Starseed Stock Option") under the Starseed 1998 Stock --------------------- Option/Stock Issuance Plan (the "Plan") shall have the right, exercisable at any ---- time prior to the Effective Time, each outstanding to furnish GeoCities with a signed waiver agreement (in form and unexercised option substance satisfactory to purchase GeoCities) in which such person, as consideration for the assumption of his or her Starseed Stock Options by GeoCities in the Merger, waives any and all rights he or she may otherwise have under the Plan or the agreements evidencing his or her Starseed Stock Options or otherwise, to receive any portion of the Cash Payment upon the subsequent exercise of the assumed options which would reflect, or otherwise compensate such person for, the cash consideration payable per share of Starseed Common Stock to the actual holders of Starseed Common Stock in conversion of their shares of CAC such Common Stock (each, a “CAC Stock Option”) will, at in the Merger. At the Effective Time, cease each issued and outstanding Starseed Stock Option held by a person who has previously furnished GeoCities with such a waiver agreement will be assumed by GeoCities, whether vested or unvested. Each Starseed Stock Option so assumed by GeoCities under this Agreement shall continue to represent an have, and be subject to, the same terms and conditions set forth in the agreement evidencing such option immediately prior to purchase CAC the Effective Time, as modified by the waiver agreement furnished GeoCities hereunder, except that (i) such Starseed Stock Option shall be exercisable (when vested) solely and exclusively for that number of whole shares of GeoCities Common Stock and will be converted automatically into an option equal to purchase a the product of the number of shares of CEC Starseed Common Stock (each, a “Converted that were issuable upon the exercise of the Starseed Stock Option”) equal 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 GeoCities Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price of the GeoCities Common Stock issuable upon the exercise of such assumed Starseed Stock Option shall be equal to the quotient determined by dividing the exercise price per share (of Starseed Common Stock in effect under the Starseed Stock Option immediately prior to the Effective Time and rounded up to the nearest whole cent, and (iii) equal there shall be no right to (x) receive any cash payments or other cash consideration upon the exercise price of the assumed Starseed Stock Option. Any Starseed Stock Options issued and outstanding at the Effective Time and held by a person who has not furnished GeoCities with a waiver agreement under this Section 5.12(a) shall terminate at that time, whether vested or unvested, and shall not be assumed by GeoCities, and such person shall cease to have any rights to purchase either Starseed Common Stock or GeoCities Common Stock under the terminated Starseed Stock Options or the Plan. (b) Within 30 days after the Effective Time, GeoCities shall issue to each holder of an outstanding Starseed Stock Option a document evidencing the foregoing assumption of such CAC Starseed Stock Option divided by GeoCities. (yc) GeoCities shall file a registration statement on Form S-8 for the Exchange Ratioshares of GeoCities Common Stock issuable with respect to assumed Starseed Stock Options no later than 10 business days after the Effective Date. (d) Weil and ▇▇▇▇▇▇ each hereby agree to execute an agreement (the "Holdback Option Agreement") with GeoCities on or prior to the Effective Time ------------------------- under effective at the Effective Time, 25% of each of their vested Starseed Stock Options (25,000 options in the case of Weil and 12,500 options in the case of ▇▇▇▇▇▇) shall be subject to a two year vesting schedule commencing on the Closing Date (the "Holdback Options"). So long as each of Weil and ▇▇▇▇▇▇ remain ---------------- in the service of GeoCities, and each unvested CAC Stock Option granted pursuant subject to the Caesars Acquisition Company 2014 Performance Incentive Plan terms and conditions of such agreement, the Holdback Options of each of Weil and ▇▇▇▇▇▇ shall be amended to provide vest in two equal annual installments measured from the Closing Date; provided, that it each such Holdback Option shall become vested and exercisable (immediately vest in full at target performance levelsany time during such two year period that the services of either Weil or ▇▇▇▇▇▇, if applicable) upon as the optionee’s termination of employment case may be, is terminated by GeoCities without “cause” Cause (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plansuch agreement) or by the Surviving Entity reason of such person's death 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 Timepermanent disability.

Stock Options. Immediately (a) At or prior to the Effective Time, Time each outstanding and unexercised option to purchase shares of CAC Company Common Stock (each, a “CAC Company Stock Option”) will, at granted under the Effective Time, cease to represent an option to purchase CAC Common Company Stock Plans and will be converted automatically into an option to purchase a number of shares of CEC Common granted outside the Company 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 constitute an option to acquire such Junior Stock Merger Consideration as the optionee’s termination holder of employment without “cause” (as defined such Company Stock Option would have been entitled to receive in the Caesars Acquisition Merger had such holder exercised such 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 full immediately prior to the Effective Time. Immediately ; provided, however, that with respect to any Company Stock Option which is an incentive stock option (an “ISO”) within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”), the determination of the exercise price, number of shares purchasable and terms and conditions of vesting shall in all respects comply with Section 424(a) of the Code. (b) As promptly as practicable (1) after the Effective Time in the event the Qualified Financing has occurred prior to the Effective TimeTime or (2) after the release of the Aggregate Merger Consideration from Escrow pursuant to Section 2,9, Parent shall deliver to each outstanding and unvested CEC holder of a Company Stock Option granted under a notice that accurately reflects the changes to such options as contemplated by subsection (a) of this Section 2.6. (c) The Merger Consideration allocated to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Company Stock Options shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) reserved out of the Junior Stock Merger Consideration by Parent for issuance 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 all Company Stock Options after the Effective Time. Notwithstanding the foregoing, if any Company Stock Option expires or is forfeited or cancelled, pursuant to its terms, after the Effective Date, the Parent Common Stock underlying such stock option shall no longer be reserved and shall be released as treasury stock to Parent. With respect to the Parent Common Stock underlying the Company Stock Options, Parent shall, no later than Ten (10) days after the Effective Time (notwithstanding that such shares shall be subject to the Lock-Up Period) (i) file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 and use its best efforts to have such registration statement become and remain continuously effective under the Securities Act and, if the Company is then listed on a national stock exchange, file with such exchange a listing application and use its best efforts to have such shares admitted to trading thereon upon exercises of Company Stock Options; provided, that listing shall not be required prior to the expiration of the applicable Lock-Up Period.

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 FBKP Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and unvested CEC Stock Option granted under the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. PSB and FBKP agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(f). (ii) On the Effective Date, PSB shall deliver an assumption agreement expressly assuming the FBKP Standby Options in accordance with the terms of this Section 1.02(f) (i). As soon as practicable after the Effective Date, PSB shall deliver to each holder of the other FBKP Options an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such FBKP Options shall continue in effect on the same terms and conditions, including without limitation the duration thereof, subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by Section 1.02(f)(i) hereof after giving effect to the Merger. Within 30 days after the Effective Date, PSB shall file a registration statement on Form S-3 or Form S-8, as the case may 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 successor or for Good Reason (as defined hereinother appropriate forms), in either case within six (6) months following with respect to the Effective Timeshares of PSB Common Stock subject to such options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of i-Cube (or, if appropriate, any committee administering the i-Cube 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 i-Cube Stock Options granted under i-Cube 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 i-Cube 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 i-Cube Stock Option (as modified by the terms of an agreement (referred to in Section 3.01(k) of the i-Cube Disclosure Schedule) in effect on the date hereof between i-Cube and the holder of such i-Cube Stock Option as disclosed to Razorfish prior to the date hereof), the same number of shares of CEC Razorfish Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) as the holder of (such i) the number of shares of CAC Common Stock subject to such CAC -Cube Stock Option and (ii) would have been entitled to receive pursuant to the Exchange RatioMerger had such holder exercised such i-Cube Stock Option in full immediately prior to the Effective Time, at an exercise a price per share of Razorfish Common Stock (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the shares of i-Cube Common Stock otherwise purchasable pursuant to such CAC i- Cube Stock Option divided by (yB) the Exchange Ratio, and each unvested CAC aggregate number of shares of Razorfish Common Stock deemed purchasable pursuant to such i-Cube 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 i-Cube Stock Plans as i-Cube and Razorfish 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, Razorfish 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 i-Cube Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective i-Cube Stock Option will Plans and the agreements evidencing the grants of such i-Cube Stock Options and that such i- Cube Stock Options and agreements shall be assumed by Razorfish and shall continue to be governed by in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (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 Razorfish, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related i-Cube Stock Plan. (d) Except as were applicable otherwise contemplated by this Section 5.06 and except to the extent required under the CAC respective terms of the i-Cube Stock Plan for each CAC Options or any agreement (referred to in Section 3.01(j) of the i-Cube Disclosure Schedule) in effect on the date hereof between i-Cube and a holder of i-Cube Stock Option immediately Options (as disclosed to Razorfish prior to the Effective Time. Immediately prior date hereof), all restrictions or limitations on transfer and vesting with respect to i-Cube Stock Options awarded under the Effective Timei-Cube Stock Plans or any other plan, 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 program or arrangement of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity i-Cube or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Razorfish as defined herein), in either case within six (6) months following the Effective Timeset forth above.

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 terms of the plan or agreement currently evidencing the assumed option but shall be eligible for acceleration in accordance with the terms of the assumption agreement entered into between Acquiror and the optionee. (a) It is the intention of the parties that the options so assumed by Acquiror qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Stock Options granted pursuant Code to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions extent such options qualified as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately Within 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 to Plan a document evidencing the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable foregoing assumption of such option by Acquiror. (at target performance levels, if applicableb) upon the optionee’s termination of employment without “cause” Within fifteen (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan15) 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, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) which will register the shares of Acquiror Common Stock subject to assumed options to the extent permitted by Federal securities laws and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Stock Options. Immediately prior Parent shall not assume or otherwise replace any Company Options in connection with the transactions contemplated hereby. Upon the terms and subject to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willconditions set forth in this Agreement, at the Effective Time, cease each Company Option, whether vested or unvested, that is outstanding immediately prior to represent the Effective Time shall be cancelled, extinguished and automatically converted into the right to receive, in each case without interest and subject to deduction for any required Tax withholding (which, for the avoidance of doubt, shall be taken first from any cash payments) (a) following the Effective Time, 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) sum of (i) the number of shares of CAC Per Share Common Stock subject to such CAC Stock Option Cash Consideration and (ii) the Exchange Ratio, at an Per Share Common Stock Consideration multiplied by the number of shares of Company Common Stock that was issuable upon exercise price per share (rounded up of such Company Option immediately prior to the nearest whole cent) Effective Time; provided, however, that the Per Share Common Cash Consideration payable to the holder of the Company Option shall be reduced by an amount equal to (x) the aggregate exercise price of the Company Option (the aggregate amount of Per Share Common Cash Consideration not payable to all holders of Company Options as a result of such CAC Stock Option divided by reduction, the “Cash Consideration Exercise Price Amount”); and (yb) the Exchange Ratioholder’s Pro-Rata Portion of the Promissory Note Interests, the Contingent Merger Consideration, the Escrow Funds, the Representative Reimbursement Amount, if any, as and each unvested CAC Stock Option granted when made in accordance with this Agreement, provided that any such amounts must be made prior to the date that is five (5) years following the Effective Time and otherwise in accordance with Treasury Regulation 1.409A-3(i)(5)(iv)(A) and, for the avoidance of doubt, no amounts shall be paid or payable under this Section 2.8 to any holder of Company Options on or after the fifth (5th) anniversary of the Effective Time. The amounts payable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan this Section 2.8 shall be amended paid to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination Company Holders in respect of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) Options by the Surviving Entity or any Corporation, subject to delivery to the Surviving Corporation of its Subsidiaries or for Good Reason an Option Holder Acknowledgment (as defined hereinthe “Option Holder Acknowledgment”), in either case and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) process and pay to each holder of Company Options the amount payable pursuant to Section 2.8(a) within six five (65) months Business Days following the Effective TimeClosing (and which payments shall be reduced by the amount of any Taxes required to be withheld under applicable law). To the extent that amounts are deducted or withheld for any required Tax withholding, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. Prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Company Option to be convertedcancelled, assumed extinguished and amended, as applicable, in accordance with the foregoing. Following converted at 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 Time 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 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 herein), in either case within six (6) months following the Effective Timethis Section 2.8.

Stock Options. Immediately prior At the Closing, all options to purchase shares in KnowledgeWell then outstanding and unexercised under the Effective TimeKnowledgeWell Limited 1998 Share Option Plan or the KnowledgeWell Group Limited 1998 Share Option Plan (collectively, the "KnowledgeWell Option Plans") shall be assumed by CBT in accordance with provisions described below. (a) At the Closing, each outstanding and unexercised option to purchase shares "A" Ordinary Shares of CAC Common Stock US$0.25 each in the capital of KW Limited (each"KW Limited Options") or Ordinary Shares of US$0.01 each in the capital of KW Group ("KW Group Options" and, a “CAC Stock Option”collectively with KW Limited Options, "KnowledgeWell Options")) willunder the KnowledgeWell Option Plans, at whether vested or unvested, shall be, in connection with the Effective TimeShare Exchange, cease assumed by CBT. Each KnowledgeWell Option so assumed by CBT under this Agreement shall continue to represent an have, and be subject to, the same terms and conditions set forth in the KnowledgeWell Option Plans and/or as provided in the respective option agreements governing such KnowledgeWell Option immediately prior to purchase CAC Common Stock and will the Closing, except that (A) such KnowledgeWell Option shall be converted automatically into an option exercisable for that number of whole CBT Ordinary Shares equal to purchase a the product of the number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal KnowledgeWell that were issuable upon exercise of such KnowledgeWell Option immediately prior to the product (Closing multiplied by the Exchange Ratio rounded down to the nearest whole share) number of CBT Ordinary Shares and (iB) the number per share exercise price for the CBT Ordinary Shares issuable upon exercise of shares of CAC Common Stock subject such assumed KnowledgeWell Option shall be equal to the quotient determined by dividing the exercise price per share at which such CAC Stock KnowledgeWell Option and (ii) was exercisable immediately prior to the Closing by the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent. (b) equal to (x) It is the exercise price intention of such CAC Stock Option divided the parties that KnowledgeWell Options assumed by (y) CBT 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” (Closing 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 KnowledgeWell 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 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 Closing. (at target performance levels, if applicablec) 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 TimeClosing, CBT will issue to each holder of an outstanding KnowledgeWell Option a document evidencing the foregoing assumption of such KnowledgeWell Option by CBT.

Stock Options. Immediately Each Pentair Option that is outstanding immediately prior to the Effective TimeTime shall be converted as of the Effective Time into either or both an Adjusted Pentair Option and an nVent Option as described below: (A) Stock Options Granted on or After May 9, 2017. Except as set forth on Schedule 4.01, each outstanding and unexercised option to purchase shares of CAC Common Stock such Pentair Option granted on or after May 9, 2017, will be adjusted as follows: (each1) If the Pentair Option is held by a Pentair Group Employee, a “CAC Stock Former Pentair Group Employee, a Pentair Director or a Former Pentair Director then such option shall be converted as of the Effective Time into an Adjusted Pentair Option”, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) willafter the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, at including in this Section 4.01(c)(A)(1) and Section 4.01(f)); provided, however, that from and after the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a : a) the number of shares of CEC Common Stock (eachPentair Ordinary Shares subject to such Adjusted Pentair Option, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) , shall be equal to the product of (i1) the number of shares of CAC Common Stock Pentair Ordinary Shares subject to such CAC Stock the corresponding Pentair Option and immediately prior to the Effective Time multiplied by (ii2) the Exchange Pentair Ratio, at an ; and b) the per share exercise price per share (of such Adjusted Pentair Option, rounded up to the nearest whole cent) , shall be equal to the quotient of (x1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (2) the Pentair Ratio. (2) If the Pentair Option is held by an nVent Group Employee, a Former nVent Group Employee, or a Transferred Director then such option shall be converted as of the Effective Time into an nVent Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(2) and Section 4.01(f)); provided, however, that from and after the Effective Time: a) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (2) the nVent Ratio; and b) the per share exercise price of such CAC Stock nVent Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (y2) the Exchange nVent Ratio. (B) Stock Options Granted Prior to May 9, 2017. Each such Pentair Option granted prior to May 9, 2017, regardless of by whom held, shall be converted as of the Effective Time into both an Adjusted Pentair Option and an nVent Option, and each unvested CAC Stock such Adjusted Pentair Option granted pursuant and nVent Option shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended same terms and conditions (including with respect to provide vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(B) and Section 4.01(f)); provided, however, that it shall become vested from 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: (1) the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Value Factor; (2) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Distribution Ratio multiplied by (c) the Value Factor; (3) the per share exercise price of such Adjusted Pentair Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the Pentair Ratio; and (4) the per share exercise price of such nVent Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the nVent Ratio. Prior Notwithstanding anything to the contrary in this Section 4.01(c), the exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to each Adjusted Pentair Option and nVent Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code. In addition, in the case of any Pentair Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the CAC Board shall adopt appropriate resolutions exercise price, the number of Pentair Ordinary Shares and take all other actions necessary nVent Ordinary Shares subject to cause each CAC Stock Option to be convertedsuch option, 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 to provide that it shall become vested and exercisable (at target performance levels, if applicabledetermined in a manner consistent with the requirements of 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 (a) As soon as practicable following the date of this Agreement, the Board of Directors of i-Cube (or, if appropriate, any committee administering the i-Cube 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 i-Cube Stock Options granted under i-Cube 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 i-Cube 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 i-Cube Stock Option (as modified by the terms of an agreement (referred to in Section 3.01(k) of the i-Cube Disclosure Schedule) in effect on the date hereof between i-Cube and the holder of such i-Cube Stock Option as disclosed to Razorfish prior to the date hereof), the same number of shares of CEC Razorfish Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) as the holder of (such i) the number of shares of CAC Common Stock subject to such CAC -Cube Stock Option and (ii) would have been entitled to receive pursuant to the Exchange RatioMerger had such holder exercised such i-Cube Stock Option in full immediately prior to the Effective Time, at an exercise a price per share of Razorfish Common Stock (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the shares of i-Cube Common Stock otherwise purchasable pursuant to such CAC i-Cube Stock Option divided by (yB) the Exchange Ratio, and each unvested CAC aggregate number of shares of Razorfish Common Stock deemed purchasable pursuant to such i-Cube 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 i-Cube Stock Plans as i-Cube and Razorfish 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, Razorfish 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 i-Cube Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective i-Cube Stock Option will Plans and the agreements evidencing the grants of such i-Cube Stock Options and that such i-Cube Stock Options and agreements shall be assumed by Razorfish and shall continue to be governed by in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (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 Razorfish, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related i-Cube Stock Plan. (d) Except as were applicable otherwise contemplated by this Section 5.06 and except to the extent required under the CAC respective terms of the i-Cube Stock Plan for each CAC Options or any agreement (referred to in Section 3.01(j) of the i-Cube Disclosure Schedule) in effect on the date hereof between i-Cube and a holder of i-Cube Stock Option immediately Options (as disclosed to Razorfish prior to the Effective Time. Immediately prior date hereof), all restrictions or limitations on transfer and vesting with respect to i-Cube Stock Options awarded under the Effective Timei-Cube Stock Plans or any other plan, 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 program or arrangement of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity i-Cube or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Razorfish as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately prior (a) On the Closing Date, Buyer shall grant options to purchase an aggregate of 600,000 shares of Buyer Common Stock under the Buyer Stock Option Plan to such employees of the Surviving Corporation and in such amounts as shall be designated by Seller. Such options shall be exercisable at such times as are consistent with Buyer's past practice at the fair market value of the Buyer Common Stock on the date of grant. (b) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Seller Capital Stock (each an "Seller Stock Option") under the Seller Stock Option Plans, whether or not exercisable, will be assumed by Buyer. Each Seller Stock Option so assumed by Buyer under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Seller Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Seller Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Buyer 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 Common Seller Capital Stock (each, a “Converted that were issuable upon exercise of such Seller 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 Buyer Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Seller Stock Option will be equal to the quotient determined by dividing the exercise price per share (of Seller Capital Stock at which such Seller Stock 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 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 Buyer will issue to cause each CAC holder of an outstanding Seller Stock Option to be converted, a notice describing the foregoing assumption of such Seller Stock Option by Buyer. (c) It is the intention of the parties that Seller Stock Options assumed and amended, as applicable, in accordance with the foregoing. Following by Buyer qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Code to the extent Seller 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 the Effective Time, each outstanding . (d) Buyer will reserve sufficient shares of Buyer Common Stock for issuance under Section 5.10(b) 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 applicableSection 1.6(c) 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 Timehereof.

Stock Options. Immediately At or prior to the Effective Time, each outstanding Parent and unexercised the Company shall take all action necessary to cause the assumption by Parent as of the Effective Time of the options, warrants or other rights to purchase Company Common Stock outstanding, whether vested or unvested, as of the Effective Time (the "OUTSTANDING OPTIONS"). Each of the Outstanding Options shall be converted without any action on the part of the holder thereof into an option to purchase shares of CAC Parent Common Stock (each, a “CAC Stock Option”) will, at as of the Effective Time, cease to represent an option to purchase CAC . The number of shares of Parent Common Stock and will that the holder of an assumed Outstanding Option shall be converted automatically into an entitled to receive upon the exercise of such option to purchase shall be a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole sharenumber) of (i) determined by multiplying the number of shares of CAC Company Common Stock subject to such CAC option, determined immediately before the Effective Time, by the Conversion Ratio. The option price of each share of Parent Common Stock subject to an assumed Outstanding Option and (ii) shall be the Exchange Ratio, at an exercise price per share amount (rounded up to the nearest whole cent) equal to (x) obtained by dividing the exercise price per share of Company Common Stock at which such option is exercisable immediately before the Effective Time by the Conversion Ratio applicable to the Company Shares. The assumption and substitution of Outstanding Options as provided herein shall not give the holders of such 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 options additional benefits which they did not have immediately prior to the Effective TimeTime or relieve the holders of any obligations or restrictions applicable to their options or the shares obtainable upon exercise of the options. Immediately prior Parent shall (i) reserve out of its authorized but unissued shares of Common Stock sufficient shares to provide for the exercise of the Outstanding Options and (ii) use all commercially reasonable efforts to register under the Securities Act, as promptly as practicable after the Effective Time and in no event later than seven (7) days after the Effective Time, each outstanding and unvested CEC those shares of Parent Common 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) issued upon the optionee’s termination exercise of employment without “cause” (the Outstanding Options for a period up to and ending on the first date by which all Outstanding Options have been fully exercised, which registration shall initially be effective under a registration statement on Form S-8 or such other form as defined in may be permitted under 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 TimeSecurities Act.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of i-Cube (or, if appropriate, any committee administering the i-Cube 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 i-Cube Stock Options granted under i-Cube 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 i-Cube 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 i-Cube Stock Option (as modified by the terms of an agreement (referred to in Section 3.01(k) of the i-Cube Disclosure Schedule) in effect on the date hereof between i-Cube and the holder of such i-Cube Stock Option as disclosed to Razorfish prior to the date hereof), the same number of shares of CEC Razorfish Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) as the holder of (such i) the number of shares of CAC Common Stock subject to such CAC -Cube Stock Option and (ii) would have been entitled to receive pursuant to the Exchange RatioMerger had such holder exercised such i-Cube Stock Option in full immediately prior to the Effective Time, at an exercise a price per share of Razorfish Common Stock (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the shares of i-Cube Common Stock otherwise purchasable pursuant to such CAC i-Cube Stock Option divided by (yB) the Exchange Ratio, and each unvested CAC aggregate number of shares of Razorfish Common Stock deemed purchasable pursuant to such i-Cube 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 i-Cube Stock Plans as i-Cube and Razorfish 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, Razorfish 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 i-Cube Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective i-Cube Stock Option will Plans and the agreements evidencing the grants of such i-Cube Stock Options and that such i- Cube Stock Options and agreements shall be assumed by Razorfish and shall continue to be governed by in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (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 Razorfish, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related i-Cube Stock Plan. (d) Except as were applicable otherwise contemplated by this Section 5.06 and except to the extent required under the CAC respective terms of the i-Cube Stock Plan for each CAC Options or any agreement (referred to in Section 3.01(j) of the i-Cube Disclosure Schedule) in effect on the date hereof between i-Cube and a holder of i-Cube Stock Option immediately Options (as disclosed to Razorfish prior to the Effective Time. Immediately prior date hereof), all restrictions or limitations on transfer and vesting with respect to i-Cube Stock Options awarded under the Effective Timei-Cube Stock Plans or any other plan, 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 program or arrangement of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity i-Cube or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Razorfish as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately prior to (a) At the Effective Time, each Synchrologic Option outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, whether vested or unvested, shall be assumed by Pumatech and deemed to constitute an option (a “Pumatech Option”) to acquire, on the same terms and conditions as were applicable under the Synchrologic Option (except for any right of first refusal or repurchase provisions contained in the Synchrologic Option which shall cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a apply after the Effective Time), the same number of shares of CEC Pumatech Common Stock (each, a “Converted Stock Option”) equal as the holder of such Synchrologic Option would have been entitled to receive pursuant to the product Merger had such holder exercised such option in full immediately prior to the Effective Time (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 Rationumber), at an exercise a price per share (rounded up to the nearest whole cent) equal to (xi) the aggregate exercise price for the shares of Synchrologic Common Stock otherwise purchasable pursuant to such CAC Stock Synchrologic Option divided by (yii) the Exchange Ratio, and each unvested CAC number of full shares of Pumatech Common Stock Option granted deemed purchasable pursuant to such Pumatech Option in accordance with the Caesars Acquisition Company 2014 Performance Incentive Plan foregoing; provided, however, that, in the case of any Synchrologic 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 amended determined in order to provide that it shall become vested and exercisable (comply with Section 424(a) of the Code. Concurrently with the assumption of the Synchrologic Options by Pumatech 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, all Synchrologic Options that then remain unvested will immediately and fully vest, with no further action required by Synchrologic, Pumatech or the CAC Board holders of such Synchrologic Options. In connection with the assumption by Pumatech of the Synchrologic Options pursuant to this Section 6.3(a), Synchrologic shall adopt appropriate resolutions and take all other actions necessary be deemed to cause each CAC have assigned to Pumatech, effective at the Effective Time, Synchrologic’s right, if any, to repurchase unvested shares of Synchrologic Common Stock issuable upon the exercise of the Synchrologic Options or previously issued upon the exercise of options granted under the Synchrologic Option to be converted, assumed and amended, as applicablePlan, in accordance with the foregoing. Following terms of the Synchrologic Option Plan and the related stock option agreements and stock purchase agreements entered into under the Synchrologic Option Plan. (b) As soon as practicable after the Effective TimeTime and in any event no later than the date required by the applicable Synchrologic Option Plan, except for Pumatech shall deliver to the amendment of participants in the unvested CAC Stock Options granted Synchrologic Option Plan appropriate notice setting forth such participants’ rights pursuant thereto and the grants pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Synchrologic Option will Plans 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 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.subject

Stock Options. Immediately (a) On the Effective Date, IVI's obligations with respect to each outstanding option to purchase IVI Common Shares (each an "IVI Option") under IVI's 1997 Stock Option Plan ("IVI Option Plan"), and Checkmate's obligations with respect to each outstanding option to purchase Checkmate Common Shares (each a "Checkmate Option") under Checkmate's 1988 Employee Incentive Stock Option Plan, 1993 Stock Option Plan and 1994 Directors' Stock Option Plan (individually, a "Checkmate Stock Option Plan," and, collectively, the "Checkmate Stock Option Plans") (the IVI Option Plan and the Checkmate Stock Option Plans are collectively referred to herein as the "Stock Option Plans"), whether vested or unvested, will be assumed by Newco and, on such assumption, the rights to acquire IVI Common Shares under the IVI Option Plan and the rights to acquire Checkmate Common Shares under the Checkmate Stock Option Plans shall be exchanged for rights to acquire Newco Common Stock under such plans. Each IVI Option and Checkmate Option so assumed by Newco under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the IVI Option Plan or the Checkmate Stock Option Plans, as the case may be, and the agreement pursuant to which such IVI Option or Checkmate Option, as the case may be, was issued as in effect immediately prior to the Effective TimeDate, each outstanding and unexercised option except that (i) such IVI Option or Checkmate Option, as the case may be, will 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 and will be converted automatically into an option to purchase a that number of shares of CEC Newco Common Stock (each, a “Converted Stock Option”) equal that the holder of such option would have been entitled to receive pursuant to the product Arrangement or the Merger, as the case may be, had such holder exercised such option immediately prior to the Effective Date (not taking into account whether such option was in fact exercisable), rounded down to the nearest whole share) of (i) the number of shares of CAC Newco Common Stock subject to such CAC Stock Option and Stock, and (ii) the Exchange Ratioper share exercise price for the shares of Newco Common Stock issuable upon exercise of such assumed IVI Option or Checkmate Option, at an as the case may be, will be equal to the quotient determined by dividing the exercise price per share (rounded of IVI Common Shares or Checkmate Common Shares at which such IVI Option or Checkmate Option, as the case may be, was exercisable immediately prior to the Effective Date by the IVI Exchange Ratio or the Checkmate Exchange Ratio, as the case may be, and rounding the resulting exercise price up to the nearest whole cent. (b) equal to (x) It is the exercise price intention of such CAC Stock Option divided the parties that the IVI Options and Checkmate Options assumed by (y) Newco 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 Date as incentive stock options as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason Code (as defined herein"ISOs"), in either to the extent the IVI Options or Checkmate Options, as the case within six (6) months following the Effective Time. Prior may be, qualified as ISOs prior to the Effective Time, the CAC Board Date. (c) IVI and Checkmate shall adopt appropriate resolutions and take all other actions necessary obtain any required consents of holders of such options to cause each CAC Stock Option such assumptions prior to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective TimeDate. (d) As soon as practicable after the Effective Date, except for the amendment Newco shall deliver to each holder of the unvested CAC Stock Options granted an outstanding IVI Option or Checkmate Option, an appropriate notice setting forth such holder's rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock thereto and such IVI Option will or Checkmate Option shall continue to be governed by in effect on the same terms and conditions as were applicable (including further anti-dilution provisions, and subject to the adjustments required by this Section 5.10 after giving effect to the Transactions). Newco shall comply with the terms of all such IVI Options and Checkmate Options. Newco shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Newco Common Stock for delivery pursuant to the terms set forth in this Section 5.10. (e) Newco shall file and cause to become effective not later than the Effective Date a registration statement on Form S-8 under the CAC Stock Plan for each CAC Stock Option immediately prior Securities Act with respect to the Effective Time. Immediately prior issuance of shares of Newco Common Stock upon exercise of those IVI Options and Checkmate Options referred to in this Section 5.10 and shall keep such registration statement effective throughout 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 term 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 options.

Stock Options. Immediately prior to the Effective Time, (a) The terms of each outstanding and unexercised option to purchase shares of CAC Common Caremark Stock under any employee stock option or compensation plan or arrangement of Caremark (each, a “CAC Caremark Stock Option”) will), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, cease each Caremark Stock Option outstanding immediately prior to represent the Effective Time shall be deemed to constitute 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 (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 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 on the same terms and conditions as were applicable under such Caremark Stock Option, the CAC same number of whole shares of CVS Stock Plan for each CAC as the holder of such Caremark Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Caremark Stock Option in full immediately prior to the Effective Time. Immediately prior , at a price per share of CVS Stock equal to (i) the aggregate exercise price for the shares of Caremark Stock otherwise purchasable pursuant to such Caremark Stock Option divided by (ii) the aggregate number of whole shares of CVS Stock deemed purchasable pursuant to such so adjusted Caremark Stock Option rounded up to the nearest whole cent; provided that the option price, the number of shares purchasable pursuant to each such so adjusted option and the terms and conditions of exercise of each such so adjusted option shall be determined in order to comply with Section 409A of the Code and for any Caremark Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to each such so adjusted option and the terms and conditions of exercise of each such so adjusted option shall be determined in order to comply with Section 424 of the Code. (b) Prior to the Effective Time, each outstanding and unvested CEC Caremark shall (i) use all commercially reasonable efforts to obtain any consents from holders of options to purchase shares of Caremark Stock Option granted under Caremark’s stock option or compensation plans or arrangements and (ii) make any amendments to the Caesars Entertainment Corporation 2012 Performance Incentive terms of such stock option or compensation plans or arrangements that are necessary to give effect to the adjustments contemplated by this Section 2.06. (c) CVS shall take such actions as are necessary for the assumption of Caremark Stock Options pursuant to this Section 2.06, including the reservation, issuance and listing of CVS Stock as is necessary to effectuate the transactions contemplated by this Section 2.06. CVS shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of CVS Stock subject to Caremark Stock Options and shares issuable to directors of Caremark under the Caremark Non- Employee Director Deferred Compensation 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 shares held in the Caesars Entertainment Corporation 2012 Performance Incentive Plantrusts set forth in clauses (a)(3)-(5) by of Section 4.05 of the Surviving Entity or any of its Subsidiaries or for Good Reason (Caremark Disclosure Schedule and, where applicable, shall use all commercially reasonable efforts to have such registration statement declared effective as defined herein), in either case within six (6) months soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Caremark Stock Options and shares issuable to directors of Caremark under the Caremark Non-Employee Director Deferred Compensation Plan (and to maintain the current status of the prospectus contained therein) for so long as such Caremark Stock Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, CVS shall use all commercially reasonable efforts to administer Caremark Stock Options assumed pursuant to this Section 2.06 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such Caremark Stock Options complied with such rule prior to the Merger.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC PCA Common Stock (each, a “CAC "PCA Stock Option”" or collectively, "PCA Stock Options") willissued pursuant to PCA Plans, at issued to ▇▇▇▇▇▇▇ Memorial Foundation and to The University of Miami, and issued to employees of PCA not pursuant to the Effective TimePCA Plans or any other stock option plan, cease whether vested or unvested, shall be assumed by Sierra. Each PCA Stock Option shall be deemed to represent constitute 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 (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 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 on the same terms and conditions as were applicable under such PCA Stock Option, the CAC same number of shares of Sierra Common Stock Plan for each CAC as the holder of such PCA 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, at a price per share equal to (y) the aggregate exercise price for the shares of PCA Common Stock otherwise purchasable pursuant to such PCA Stock Option divided by (z) the number of full shares of Sierra Common Stock deemed purchasable pursuant to such PCA Stock Option; provided, however, that in the case of any option to which section 421 of the Code applies by reason of its qualification under section 422 of the Code ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with section 424(a) of the Code. (b) As soon as practicable after the Effective Time, Sierra shall deliver to the holders of PCA Stock Options appropriate notices setting forth such holders' rights pursuant to the respective PCA Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.7 after giving effect to the Merger). Immediately Sierra shall comply with the terms of the PCA Plans and ensure, to the extent required by, and subject to the provisions of, such Plans, that PCA Stock Options which qualified as incentive stock options prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under Time continue 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” (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 following qualified stock options after the Effective Time. (c) Sierra shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Sierra Common Stock for delivery upon exercise of PCA Stock Options assumed in accordance with this Section 5.7. As soon as practicable after the Effective Time, Sierra shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Sierra Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Sierra shall administer PCA Plans assumed pursuant to this Section 5.7 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the applicable PCA Plan complied with such rule prior to the Merger.

Stock Options. Immediately prior to (a) As of the Effective Time, each of the stock options listed in Section 5.4(b) of the VTN Disclosure Memorandum (the "VTN Stock Options") which is outstanding as of the date hereof and unexercised option to purchase shares has not expired as of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock Time shall be assumed by Premiere and will be converted automatically into an option (or a new substitute option shall be granted) to purchase a the number of shares of CEC Premiere 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 VTN Common Stock subject to such CAC the VTN Stock Option and (ii) multiplied by the Exchange Ratio, Ratio at an exercise price per share of Premiere Common Stock (rounded up to the nearest whole cent▇▇▇▇▇) equal to (x) the former exercise price per share of VTN Common Stock under such CAC Stock Option option immediately prior to the Effective Time divided by (y) 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 Company 2014 Performance Incentive Plan) by the Surviving Entity or case of 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 VTN Stock Option to -------- ------- which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be convertedadjusted, assumed and amendedif necessary, as applicableto comply with Section 424(a) of the Code, provided however, no adjustment shall be made which could, in accordance with the foregoing. Following the Effective Timereasonable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, except preclude pooling of interests accounting treatment for the amendment of Merger. Except as provided above, the unvested CAC converted or substituted options for Premiere Common Stock Options granted pursuant shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by substantially the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable under the CAC to VTN Stock Plan for each CAC Stock Option Options immediately prior to the Effective Time. Immediately Premiere acknowledges that all outstanding VTN Stock Options specifically disclosed herein will become fully vested immediately prior to the Effective Time in accordance with the terms of the agreements relating thereto, except to the ------------- extent that any such vesting would preclude pooling of interest accounting -------------------------------------------------------------------------- treatment for the Merger. ------------------------ (b) Premiere agrees that (i) within fifteen (15) days after the Effective Time it will cause to be filed one or more registration statements on Form S-8 under the Securities Act, or amendments to its existing registration statements on Form S-8 or amendments to such other registration statements as may be available, in order to register the Premiere Common Stock issuable upon exercise of the aforesaid converted VTN Stock Options (the "Underlying Stock"), provided, however, that no such Form S-8 is required to be filed if Premiere has registered sufficient shares under its current S-8 to cover all the Underlying Stock plus all shares underlying stock options currently outstanding and issuable not otherwise exempt from registration, and (ii) at or prior to the Effective Time, each outstanding and unvested CEC Premiere shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Premiere Common Stock Option granted under for delivery upon exercise of the options substituted pursuant to this Section 3.6. The consummation of the Caesars Entertainment Corporation 2012 Performance Incentive Plan Merger shall not be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s treated as a termination of employment without “cause” (as defined in for purposes of 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 TimeVTN Option Plans.

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 out standing 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 (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (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, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related Ascend Stock Plan. (d) Except as were applicable otherwise contemplated by this Section 5.06 and except to the extent required under the CAC respective terms of the Ascend Stock Plan for each CAC Options or any agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and a holder of Ascend Stock Option immediately Options (as disclosed to Lucent prior to the Effective Time. Immediately prior date hereof), all restrictions or limitations on transfer and vesting with respect to Ascend Stock Options awarded under the Effective TimeAscend Stock Plans or any other plan, 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 program or arrangement of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Ascend or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.its

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 cent▇▇▇▇▇) 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 (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, except that the shares purchasable pursuant to the Repurchase Options and the purchase price per share shall be adjusted to reflect the Exchange Ratio. (b) Except as set forth in Section 4.03 or Section 4.09(f)(ii) of the Company Disclosure Schedule, the Merger shall not result in the termination or acceleration of any outstanding Company Stock Options under the Company Stock Plan that are so assumed by Parent. As promptly as reasonably practicable and in any event within twenty (20) days after the receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent will issue to each person who, immediately prior to the Effective Time, is a holder of an outstanding and unvested CEC Company Stock Option granted under the Company Stock Plan that is to be assumed by Parent hereunder, a document evidencing the Caesars Entertainment Corporation 2012 Performance Incentive foregoing assumption of such Company Stock Option by Parent. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under Company Stock Options assumed in accordance with this Section 7.03. (d) The Board of Directors of the Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Company Stock Plan shall and the instruments evidencing the Company Stock Options to be amended assumed by Parent pursuant to Section 7.03(a), to provide for the conversion of such Company Stock Options into options to acquire Parent Common Stock in accordance with this Section 7.03, and to provide that it no consent of the holders of such Company Stock Options is required in connection with such conversion. (e) Within five (5) Business Days following the date of this Agreement, the Company shall become vested make available to Parent a list of all persons who the Company reasonably believes (i) are, with respect to the Company and exercisable as of the date of this Agreement, "disqualified individuals" (at target performance levelswithin the meaning of Section 280G of the Code and the regulations promulgated thereunder), if applicableand (ii) upon will be receiving payments or benefits (including acceleration of options) in connection with the optionee’s Merger including any payments or benefits as a result of 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 service following the Effective TimeMerger. Within five (5) Business Days prior to Closing, the Company shall revise such list to reflect any additional information that the Company reasonably believes would impact the determination of persons who (A) are, with respect to the Company, such "disqualified individuals," and (B) will be receiving payments or benefits (including acceleration of options) in connection with the Merger, including any payments or benefits as a result of termination of service following the Merger.

Stock Options. Immediately (a) Effective as of immediately prior to the Effective TimeDistribution, on the Distribution Date, each Comcast Option that is or was previously subject only to time-vesting conditions that is outstanding and unexercised option as of immediately prior to purchase shares of CAC Common Stock the Distribution (each, whether vested or unvested and whether held by a SpinCo Participant or a Comcast Participant) shall become an “CAC Stock Adjusted Comcast 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 .” The number of shares of CEC Comcast Class A Common Stock (each, a “Converted Stock Option”) equal subject to the product (rounded down to the nearest whole share) of such Adjusted Comcast Option shall be determined by multiplying (i) the number of shares of CAC Comcast Class A Common Stock subject to such CAC Stock Comcast Option and as of immediately prior to the Distribution by (ii) the Exchange Comcast Concentration Ratio, at an rounded down to the nearest whole share. The exercise price per share applicable to such Adjusted Comcast Option shall be determined by dividing (1) the exercise price per share applicable to the corresponding Comcast Option as of immediately prior to the Distribution by (2) the Comcast Concentration Ratio, rounded up to the nearest whole cent) equal . Each such Adjusted Comcast Option shall otherwise remain 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 (including vesting, exercise schedules, forfeiture and post-termination vesting and exercise periods) as were applicable under to the CAC Stock Plan for each CAC Stock corresponding Comcast Option as of immediately prior to the Effective Time. Immediately prior Distribution; provided, for the avoidance of doubt, that service provided to the Effective TimeSpinCo Group by a SpinCo Participant following the Distribution Date shall count for purposes of satisfying the service-based vesting conditions with respect to such Adjusted Comcast Option. (b) From and after the Distribution, each outstanding and unvested CEC Stock Option granted the SpinCo Group shall cooperate with Comcast in order to effectuate the provisions of Section 8.02(a), including by providing Comcast with timely information as to (i) the date on which any SpinCo Participant’s employment or service with the SpinCo Group terminates, (ii) the circumstances under to which any SpinCo Participant’s employment or service with the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable SpinCo Group terminates (at target performance levelsi.e., if applicable) upon the optionee’s whether such termination of employment without was for “cause,” with “good reason,” or due to death or “disability” (as each such term is defined in the Caesars Entertainment Corporation 2012 Performance Incentive Planapplicable award agreement)) and (iii) any action or inaction by a SpinCo Participant following such termination or employment or service pursuant to which Comcast would, pursuant to the Surviving Entity or terms of the applicable award agreement, be entitled to cause the forfeiture of a Comcast Option. (c) Notwithstanding anything to the contrary in this Section 8.02, the exercise price, the number of shares of Comcast Class A Common Stock and the terms and conditions of exercise applicable to any Adjusted Comcast Option, as the case may be, shall be determined in a manner consistent with the requirements of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.Section 409A.

Stock Options. Immediately prior to (a) After the Closing, Parent shall cause the compensation committee of its Board of Directors (the "COMPENSATION COMMITTEE"), at its first meeting held following the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock take appropriate action to reserve, to the extent from time to time available under the SpaceDev 2004 Equity Incentive Plan (eachor any other SpaceDev stock or equity plan in effect from time to time), a “CAC Stock Option”) will, at the Effective Time, cease options to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase buy 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) at least 15% of (i) the number of shares of CAC Parent Common Stock issued at Closing for issuance to the executives, managers, employees and consultants from time to time of the Company and, after the Closing, the Surviving Corporation (the "OPTION ELIGIBLE EMPLOYEES"). Following each payment of Performance Consideration described in Section 2.4(c), Parent shall, subject to such CAC Stock Option and (ii) the Exchange Ratiofiduciary duties of the Compensation Committee under applicable Law, cause the Compensation Committee, at an exercise price per share its first meeting held after such payment, to take appropriate action to grant options for a number of shares of Parent Common Stock under the SpaceDev 2004 Equity Incentive Plan (rounded up to or any other SpaceDev stock or equity plan in effect at the nearest whole centtime of grant) equal to (x) 15% of the exercise price number of shares of Parent Common Stock issued as part of such CAC Stock Performance Consideration to Option divided by (y) the Exchange RatioEligible Employees, and each unvested CAC Stock Option granted pursuant with due regard to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested joint recommendations of the chief executive officer of SpaceDev and exercisable (at target performance levels, if applicable) upon the optionee’s termination president of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any Corporation. (b) Parent shall seek approval of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following shareholders at the Effective Time. Prior Parent Shareholder Meeting to increase the Effective Time, amount of shares available under 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 SpaceDev 2004 Equity Incentive Plan, each Converted Stock Option will continue or under a new stock or equity plan to be governed adopted at the Parent Shareholder Meeting, to provide sufficient reserves for the issuance of the options contemplated by this Section 8.5. (c) Parent shall grant the options to be granted Option Eligible Employees pursuant to this Section 8.5 on substantially the same terms as are contemporaneously awarded to Parent's officers and conditions as were applicable employees, including registration of such options, and the shares of Parent Common Stock to be issued upon exercise thereof, 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 TimeSecurities Act.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of LandCare (and, if appropriate, any committee administering its 1998 Long-Term Incentive Plan and 1998 Non-Employee Director's Stock Plan (the "LANDCARE OPTION PLANS")) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding LandCare Stock Options (defined below) granted under the LandCare Option Plans and the terms of the LandCare Option Plans, to provide that at the Effective Time, each LandCare Stock Option outstanding and unexercised option immediately prior to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease Time shall be deemed to represent constitute 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 (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 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 on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such LandCare Stock Option (subject to adjustments and lapsing of restrictions, vesting or acceleration of exercisability of LandCare Stock Options required by this Section 1.4), the same number of shares of ServiceMaster Common Stock as the holder of such LandCare Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such LandCare Stock Option in full immediately prior to the Effective Time. Immediately , at a price per share equal to the quotient derived by dividing the Exchange Ratio into the exercise price per share at which the LandCare Common Stock shall have been purchasable on exercise of such LandCare Stock Option prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under ; and (ii) make such other changes to the Caesars Entertainment Corporation 2012 Performance Incentive Plan LandCare Option Plans as it deems appropriate to give effect to the Merger (subject to approval of ServiceMaster, which shall not be amended unreasonably withheld). (b) At the Effective Time and subject to provide that it the last sentence to this Section 1.4(b), all conditions and restrictions relating to all outstanding LandCare Stock Options which have been granted pursuant to the LandCare Option Plans (the "LANDCARE STOCK OPTIONS"), including limitations on exercisability, risks of forfeiture and conditions and restrictions requiring continued performance of services with respect to the exercisability or settlement of such LandCare Stock Options, shall become vested immediately lapse. LandCare shall use diligent efforts to cause the individuals listed in Section 1.4(b) of the LandCare Disclosure Schedule (as hereinafter defined) (hereinafter referred to as the "SENIOR OPTION HOLDERS") to waive the complete lapsing of conditions and restrictions relating to exercisability of LandCare Stock Options set forth above, and accept a modified vesting schedule whereby one-half of each Senior Option Holder's LandCare Stock Options shall vest and thereafter be exercisable (at target performance levelsas provided in the respective LandCare Option Agreement on the date six months immediately following the Effective Time, if applicable) upon and the optionee’s termination remaining one-half of such LandCare Stock Options shall vest and thereafter be exercisable as provided in the respective LandCare Option Agreement on the first anniversary of the Effective Time; provided, however, in the event a Senior Option Holder's employment is terminated by LandCare without “cause” Cause (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Planrespective Senior Option Holder's employment agreement with LandCare) by or if the Surviving Entity or any of its Subsidiaries or Senior Option Holder elects to terminate his employment with LandCare for Good Reason (as defined herein), in either case within six (6the respective Senior Option Holder's employment agreement with LandCare) the unvested portion of such Senior Option Holder's LandCare Stock Options shall immediately vest and be exercisable for a period of three months following termination of employment. (c) As soon as practicable after the Effective Time, ServiceMaster shall deliver to the holders of LandCare Stock Options appropriate notices setting forth such holders' rights pursuant to the respective LandCare Option Plans and the agreements evidencing the grants of such LandCare Stock Options shall continue in effect on the same terms and conditions (except as expressly provided above). (d) ServiceMaster shall take all corporate action necessary to reserve for issuance a sufficient number of shares of ServiceMaster Common Stock for delivery on exercise of the LandCare Stock Options assumed in accordance with this Section

Stock Options. Immediately At the Effective Time, all options to purchase ------------- Fractal Common Stock then outstanding shall be assumed by MetaTools in accordance with provisions described below: (i) At the Effective Time, each outstanding option to purchase shares of Fractal Common Stock (each, a "Fractal Option") granted under -------------- Fractal's 1993 Stock Option Plan, 1995 Stock Option Plan, 1995 Directors' Stock Option Plan and 1992 Assumed ▇▇▇ ▇▇▇▇▇, Inc. Stock Option Plan (collectively the "Fractal Stock Option Plans"), whether vested or unvested, shall be, in -------------------------- connection with the Merger, assumed by MetaTools. Each Fractal Option so assumed by MetaTools shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Fractal Stock Option Plan and option agreement governing such Fractal Option immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (A) such Fractal Option shall be exercisable (or will become exercisable in accordance with it terms) for that number of whole shares of CAC MetaTools 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 Fractal Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Fractal Option immediately prior to the product (Effective Time multiplied by 0.749, rounded down to the nearest whole share) of (i) the number of shares of CAC MetaTools Common Stock, and (B) the per share exercise price for the shares of MetaTools Common Stock subject issuable upon exercise of such assumed Fractal Option shall be equal to such CAC Stock Option and (ii) the Exchange Ratio, at an quotient determined by dividing the exercise price per share (of Fractal Common Stock at which such Fractal Option was exercisable immediately prior to the Effective Time by 0.749, rounded up to the nearest whole cent. (ii) 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 Promptly following the Effective Time. Prior , MetaTools will issue to each holder of an outstanding Fractal Option a document evidencing the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock foregoing assumption of such Fractal 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 TimeMetaTools.

Stock Options. Immediately At the Effective Time, each outstanding option to purchase shares of FirstBancorporation Stock (in each case, an "ASSUMABLE OPTION") granted under (i) the 1986 Amended and Restated Non-Qualified Stock Option Plan of FirstBancorporation, Inc., and (ii) the 1996 Stock Option Plan of FirstBancorporation, Inc. (collectively, the "STOCK OPTION PLANS"), which have not been exercised prior to the Effective Time, 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 shall be converted automatically into an option (a "REPLACEMENT OPTION") to purchase a acquire, on the same terms and conditions as were applicable under such Assumable Option, the number of shares of CEC Common FNC Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common FirstBancorporation Stock subject to such CAC Stock Option and the Assumable Option, multiplied by (iiB) the Exchange RatioRatio (such product rounded to the nearest whole number), at an exercise price per share (rounded up to the nearest whole cent) equal to (xy) the aggregate exercise price for the shares of FirstBancorporation Stock which were purchasable pursuant to such CAC Stock Assumable Option divided by (yz) the Exchange Ratio, and each unvested CAC number of full shares of FNC Stock subject to such Replacement 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 Notwithstanding the Effective Timeforegoing, except for the amendment each Assumable Option which is intended to be an "incentive stock option" (as defined in Section 422 of the unvested CAC Stock Options granted pursuant to Code) shall be adjusted in accordance with the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by requirements of Section 424 of the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeCode. Immediately At or prior to the Effective Time, each FirstBancorporation shall use its reasonable best efforts to take all action necessary, including obtaining any necessary consents from optionees, to permit the replacement of the outstanding Assumable Options by FNC pursuant to this SECTION 3.6 and unvested CEC to permit FNC to assume the Stock Option granted under Plans. FirstBancorporation shall further take all action necessary to amend the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended Stock Option Plans 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 eliminate automatic grants or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months awards thereunder following the Effective Time. At the Effective Time, FNC shall assume the Stock Option Plans provided that such assumption shall be only in respect of the Replacement Options and that FNC shall have no obligation with respect to any awards under the Stock Option Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under the Stock Option Plans. Prior to and at all times after the Effective Time, FNC shall reserve for issuance such number of shares of FNC Stock as necessary so as to permit the exercise of Replacement Options granted in the manner contemplated by this Agreement. FNC shall file a registration statement on Form S-8 (or an amendment to the Registration Statement to the same effect) as soon as reasonably practicable after the Effective Time so as to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time and FNC shall continue to make such filings thereafter as may be necessary to permit the continued exercise of options and sale of such shares; provided, however, that the parties acknowledge and agree that "affiliates" (as described in SECTION 7.1(d)) of FirstBancorporation as of the Effective Time and affiliates of FNC shall be required to comply with the provisions of Rule 144 and Rule 145 under the Securities Act of 1933, as amended (or any successor rules) with respect to the sale of shares of FNC Stock acquired upon the exercise of Replacement Options.

Stock Options. Immediately a) With respect to Executive’s stock options granted to Executive by the Company, all stock options which would have vested if Executive had remained employed by the Company through the second anniversary of the Separation Date shall immediately vest and be exercisable as of the Separation Date. b) With respect to Executive’s stock option granted in March of 2015 which vesting occurs in three equal installments on the second, third and fourth anniversary of the vesting commencement date of March 17, 2015 (the “Applicable Stock Option”), to the extent (i) Executive continues to serve as the Company’s Chief Executive Officer and President through the earlier of (x) March 17, 2016 (the “Applicable Vesting Date”) or (y) such date as a new Chief Executive Officer and President appointed by the Company (excluding any Chief Executive Officer and President appointed on an interim basis) (the “Successor CEO”) takes office or (ii) if the Company elects for the Separation Date to occur prior to the Effective TimeApplicable Vesting Date without a Successor CEO, Executive makes himself available as a full time consultant to the Company for up to twenty-five (25) hours a week though the Applicable Vesting Date or such lesser number of hours per week as the Company may elect, in each outstanding case, Executive shall be deemed to have continued to provide services to the Company through the Applicable Vesting Date for purposes of vesting under the Applicable Stock Option such that all unvested Applicable Stock Options that would have vested on or prior to March 17, 2018 shall immediately vest and unexercised option be exercisable as of the Applicable Vesting Date; provided, however, that in the event of Executive serves as a consultant pursuant to purchase shares of CAC Common Stock clause (eachii), Executive shall assist the Company in a “CAC Stock Option”) willmanner reasonably requested by the Company to facilitate Executive’s transition, including providing assistance on site 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 Company’s headquarters to the product (rounded down to extent requested, and Executive’s sole compensation shall be continued vesting of the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Applicable Stock Option through the Applicable Vesting Date; and (ii) the Exchange Ratioprovided further, 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, that if Executive accepts 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 commences 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 another employer prior to the Effective Time. Immediately prior earlier of the Applicable Vesting Date or the date upon which the Successor CEO takes office, vesting with respect to the Effective Timethird anniversary shall have been deemed to not have occurred. Notwithstanding the foregoing, each outstanding and unvested CEC Stock Option granted under if the Separation Date occurs following the Applicable Vesting Date, Section 3.7(a)(i)b) of this Agreement shall be applied 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 TimeApplicable Stock Option.

Stock Options. Immediately (a) First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that options issued under the First Data Corporation 1992 Long Term Incentive Plan, the 2002 First Data Corporation Long Term Incentive Plan, the First Data Corporation 1993 Director’s Stock Option Plan, the Concord EFS, Inc. 1993 Incentive Stock Option Plan, the Concord EFS, Inc. 2002 Stock Option Plan, and the Star Systems, Inc. 2000 Equity Incentive Plan (collectively, the “First Data LTIPs”) to purchase First Data Common Stock (“First Data Stock Options”) held at the close of business on the Distribution Date by current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees and Business Employees whose employment terminated prior to the Effective Time, each outstanding Distribution Date (or their respective transferees) shall be replaced pursuant to the terms of the First Data LTIPs with an adjusted First Data Stock Option with an adjusted exercise price and unexercised a substitute option issued under The Western Union Company 2006 Long Term Incentive Plan or The Western Union Company 2006 Non-Employee Directors’ Equity Plan (collectively the “Western Union LTIPs”) to purchase shares of CAC Western Union Common Stock (each, a “CAC Western Union 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 First Data Stock Option will be equal to the number of CAC shares of First Data 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 Western Union Stock Option will be equal to the number of shares of Western Union Common Stock that the option holder would have received in the Distribution had the First Data Common Stock subject to the option represented outstanding shares of First Data Common Stock, at an and (iii) the per share option exercise price of the original First Data Stock Option will be proportionally allocated between such separate stock options based upon the relative per share (rounded up trading prices of First Data Common Stock and Western Union 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 nearest whole cent) equal to (x) Code. Each adjusted First Data Option and substituted Western Union Option adjusted from or substituted for an original First Data Option described in this Section 5.01(a), when combined, will in the exclusive and sole discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of such original First Data Option, and each will preserve the ratio from the original option of the exercise price to the fair market value of such CAC the stock subject to the option. Fractional shares shall be adjusted or compensated by First Data as appropriate in the sole discretion of the Compensation Committee of the First Data Board of Directors. (b) First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that First Data Stock Option divided Options held at the close of business on the Distribution Date by (y) a Business Employee, other than a Business Employee whose employment terminated prior to the Exchange RatioDistribution Date, and each unvested CAC First Data Stock Option granted held by a director of First Data who will become a director of Western Union on or before the Distribution Date (or their respective transferees) will, pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall terms of the applicable First Data LTIP and the applicable Western Union LTIP and this Agreement, be amended replaced with a substitute Western Union Stock Option issued under the Western Union LTIPs, with the intention that such substitution satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon Section 409A of the optionee’s termination of employment without “cause” (as defined Code. Each such substitute option will in the Caesars Acquisition Company 2014 Performance Incentive Plan) by absolute discretion of the Surviving Entity or any Compensation Committee of its Subsidiaries or the First Data Board of Directors preserve the intrinsic value of the original First Data Stock Option for Good Reason (as defined herein), which it is substituted and the ratio in either case within six (6) months following the Effective Time. Prior original option of the exercise price to the Effective Time, fair market value of 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 stock by adjusting for the amendment such number of shares purchasable and the exercise price, based on a comparison of the unvested CAC trading price of First Data Common Stock Options granted pursuant to on 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 last trading day immediately prior to the Effective TimeDistribution, which includes the value of Western Union, and the trading price of Western Union Common Stock on the first trading day immediately after the Distribution. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Fractional shares 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” (adjusted or compensated by First Data as defined appropriate in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by sole discretion of 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 TimeFirst Data Board of Directors.

Stock Options. Immediately (i) At the Effective Time, all options to purchase Company Common Stock ("Company Options") then outstanding, including under the 1999 Stock Option/Stock Issuance Plan (the "Company Stock Option Plan") or any other plan or program, whether or not then exercisable, will be assumed by Excite@Home. Each Company Option so assumed by Excite@Home under this Agreement will continue to have, and be subject to, the same terms and conditions applicable to such holder's Company Option set forth in the Company Stock Option Plan and any agreements thereunder immediately prior to the Effective TimeTime (including, without limitation, any repurchase rights or vesting provisions), except that (i) each outstanding and unexercised option to purchase Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of CAC Excite@Home 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 that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Excite@Home Common Stock and (eachii) the per share exercise price for the shares of Excite@Home 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 Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, a “Converted rounded up to the nearest whole cent. Continuous employment with Company or its subsidiaries shall be credited to the optionee for purposes of determining the vesting of all assumed Company Options after the Effective Time. Excite@Home hereby accepts the assignment of all rights of repurchase and all similar rights under the Company Stock Option”Option Plan and any agreements entered into thereunder. (ii) If any Cards Earnout Consideration or Users Earnout Consideration is payable pursuant to the provisions of Section 1.6(g), following the Earnout Determination Date (as defined in Section 1.6(g)(iv)), (A) each outstanding Company Option shall be adjusted so that each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Excite@Home Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the sum of the Option Exchange Ratio and the Earnout Exchange Ratio, rounded down to the nearest whole number of shares of Excite@Home Common Stock and the per share exercise price for the shares of Excite@Home Common Stock issuable upon exercise of such Company Option will 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 sum of the Option Exchange Ratio and the Earnout Exchange Ratio, rounded up to the nearest whole cent and (B) each holder of a Company Option that was exercised after the Effective Time and before payment of the Earnout Determination Date (an "Exercised Company Option") shall receive, without the payment of any additional exercise price, that number of whole shares of Excite@Home Common Stock equal to (x) the number of Exercised Company Options multiplied by the sum of the Option Exchange Ratio plus the Earnout Exchange Ratio, rounded down to the nearest whole share) of , minus (iy) the number of shares of CAC Excite@Home Common Stock subject received upon exercise of the Exercised Company Options. No other adjustments will be made to such CAC the terms or conditions of the Company Options, except as otherwise provided in the Company Stock Option Plan 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 agreements thereunder immediately prior to the Effective Time. Immediately prior to the Effective TimeTime (including, 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 levelswithout limitation, 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 any repurchase rights or any of its Subsidiaries or for Good Reason (as defined hereinvesting provisions), in either case within six (6) months following the Effective Time.

Stock Options. Immediately At the Effective Time, each Cloudscape Option then outstanding (whether or not exercisable at such time) under Cloudscape's 1996 Equity Incentive Plan, as amended (the "Option Plan"), or otherwise, shall remain outstanding following the Effective Time and shall be assumed by Informix in accordance with provisions described below. (i) Each Cloudscape Option so assumed by Informix under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreement governing such Cloudscape Option immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (A) such Cloudscape Option shall be exercisable for that number of whole shares of CAC Informix 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 Cloudscape Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Cloudscape Option immediately prior to the product (Effective Time multiplied by the Common Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Informix Common Stock subject to such CAC Stock Option and (iiB) the Exchange Ratio, at an per share exercise price for the shares of Informix Common Stock issuable upon exercise of such assumed Cloudscape Option shall be equal to the quotient determined by dividing the exercise price per share (of Cloudscape Common Stock at which such Cloudscape Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole cent. (ii) equal to (x) It is the exercise price intention of such CAC Stock Option divided the parties that Cloudscape Options assumed by (y) Informix 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 Cloudscape 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 . (iii) Within a reasonable time following the Effective Time, Informix will issue to each holder of an outstanding Cloudscape Option a document evidencing the foregoing assumption of such Cloudscape Option by Informix, reflecting the number of shares of Informix Common Stock issuable thereunder and unvested CEC Stock Option granted under the per share exercise price (as adjusted pursuant to Section 4.1(f) hereof). (iv) Notwithstanding anything to the Caesars Entertainment Corporation 2012 Performance Incentive Plan contrary in this Section 4.1, in lieu of assuming outstanding Cloudscape Options in accordance with this Section 4.1(f), Informix may, at its election, cause such outstanding Cloudscape Options to be replaced by issuing substantially equivalent replacement stock options in substitution therefor (after taking into account the provisions under the existing Cloudscape Options), which replacement options shall be amended no less favorable to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination holders 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 Cloudscape Options.

Stock Options. Immediately (a) At the Effective Time, each WFB 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 WFB Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC HNC Common Stock (eachStock, a “Converted and HNC shall assume each WFB Stock Option”) equal to , in accordance with the product (rounded down to terms of the nearest whole share) of applicable WFB Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) HNC and a disinterested committee of the HNC board of directors shall be substituted for WFB and the committee of the WFB board of directors (including, if applicable, the entire WFB board of directors) administering such WFB Stock Plan, (ii) each WFB Stock Option assumed by HNC may be exercised solely for shares of HNC Common Stock, (iii) the number of shares of CAC HNC Common Stock subject to such CAC WFB 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 WFB 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 WFB Stock Option immediately prior to the Effective Time. Immediately prior Time multiplied by the Exchange Ratio, provided that any fractional shares of HNC Common Stock resulting from such multiplication shall be rounded down to the Effective Timenearest share, and (iv) the per share exercise price under each such WFB Stock Option shall be adjusted by dividing the per share exercise price under each such WFB 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 WFB Stock Option granted under which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the IRC, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the IRC. HNC and WFB agree to take all necessary steps to effect the foregoing provisions of this Section 2.05(a), including in the case of HNC taking all corporate action necessary to reserve for issuance a sufficient number of shares of HNC Common Stock for delivery upon exercise of the options to issue shares of HNC Common Stock issued in accordance herewith. (b) As soon as practicable after the Effective Date, HNC shall use its reasonable efforts to file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shares of HNC Common Stock subject to the options referred to in paragraph (a) of this Section 2.05 and shall be amended use its reasonable efforts to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon maintain the optionee’s termination current status of employment without “cause” (the prospectus or prospectuses contained therein for so long as defined such options remain outstanding in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any case of its Subsidiaries or for Good Reason (as defined herein)a Form S-8 or, in either the case within six of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (6c) months following As soon as practicable after the Effective TimeDate, HNC shall deliver to the holders of WFB Stock Options at the Effective Time appropriate notices setting forth the effect of the adjustments described in Section 2.05(a) and advising of the registration of the shares of HNC Common Stock issuable upon exercise thereof after consummation of the Merger. (d) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, HNC shall administer the WFB Stock Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated under the Exchange Act.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Zions Board (or, if appropriate, any committee administering the Zions Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Time, each following: (i) adjust the terms of all outstanding and unexercised option options to purchase shares of CAC Zions Common Stock (each"Zions Common Stock Options") granted under the Zions Stock Plans, a “CAC Stock Option”) willwhether vested or unvested, as necessary to provide that, at the Effective Time, cease to represent an option to purchase CAC each such Zions Common Stock Option outstanding immediately prior to the Effective Time shall be amended and will be converted automatically converted, subject to the prior effectiveness of the Reverse Stock Split, into an option to acquire one share of Surviving Corporation Common Stock for each share of Zions Common Stock subject to such Zions Common Stock Option (each, as so adjusted, an "Adjusted Option"); and (ii) make such other changes to the Zions Stock Plans as First Security and Zions may agree are appropriate to give effect to the Merger, including as provided in paragraph (d) of this Section 3.05. (b) As soon as practicable following the date of this Agreement, the First Security Board (or, if appropriate, any committee administering the First Security Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) all outstanding options to purchase shares of First Security Common Stock ("First Security Common Stock Options") granted under the First Security Stock Plans, whether vested or unvested, shall be adjusted in accordance with their terms to provide that at the effectiveness of the Reverse Stock Split (A) each such First Security Common Stock Option outstanding immediately prior to the effectiveness of the Reverse Stock Split shall be converted into an option to acquire a number of shares of CEC Surviving Corporation Common Stock (each, a “Converted Stock Option”) equal to the product (number of shares of First Security Common Stock for which such First Security Common Stock Option was exercisable immediately prior to the Reverse Stock Split multiplied by the Ratio, provided that any fractional shares of Surviving Corporation Common Stock resulting therefrom shall be rounded down to the nearest whole share) of ; and (iB) 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 Surviving Corporation Common Stock under a First Security Common Stock Option which has been adjusted in accordance with this Section 3.05(b)(i) shall be equal to the exercise price per share of First Security Common Stock under the original First Security Common Stock Option divided by the Ratio, provided that such exercise price shall be rounded up to the nearest whole cent; and (ii) equal make such other changes to the First Security Stock Plans as First Security and Zions may agree are appropriate to give effect to the Merger, including as provided in paragraph (xd) of this Section 3.05. (c) As soon as practicable after the exercise price Effective Time, the Surviving Corporation shall: (i) deliver to the holders of Zions Common Stock Options appropriate notices setting forth such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan respective Zions Stock Plans and the agreements evidencing the grants of such Zions Common Stock Options and that such Zions Common Stock Options and agreements 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) assumed by the Surviving Entity or any Corporation and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.05 after giving effect to the Merger); and (ii) deliver to the holders of its Subsidiaries or for Good Reason First Security Common Stock Options appropriate notices setting forth such holders' rights pursuant to the respective First Security Stock Plans and the agreements evidencing the grants of such First Security Common Stock Options and that such First Security Common Stock Options and agreements shall be assumed by the Surviving Corporation and shall continue in effect on the same terms and conditions (as defined hereinsubject to the adjustments required by this Section 3.05 after giving effect to the Merger). (d) At the Effective Time, in either case within six (6) months by virtue of the Merger, the Zions Stock Plans shall be assumed by the Surviving Corporation, with the result that all obligations of Zions under the Zions Stock Plans, including with respect to awards outstanding at the Effective Time under each Zions Stock Plan, shall be obligations of the Surviving Corporation following the Effective Time. Prior to the Effective Time, the CAC Board First Security shall adopt appropriate resolutions and take all other necessary actions necessary (including, if required, to cause each CAC comply with Section 162(m) of the Code (and the regulations thereunder) or applicable law, including obtaining the approval of its stockholders at the First Security Meeting) for the assumption of the Zions Stock Option Plans, including the reservation, issuance and listing of shares of Surviving Corporation Common Stock in a number at least equal to the number of shares of Surviving Corporation Common Stock that will be convertedsubject to Adjusted Options. No later than the Effective Time, assumed First Security shall prepare and amended, as applicable, file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Surviving Corporation Common Stock determined in accordance with the foregoingpreceding sentence. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) at least for so long as Adjusted Options or any unsettled awards granted under the Zions Stock Plans after the Effective Time remain outstanding. Following the Effective Time, the Surviving Corporation shall maintain the effectiveness of a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), and shall maintain the current status of the prospectus or prospectuses contained therein, with respect to the First Security Common Stock subject to the First Security Common Stock Options, for so long as such First Security Common Stock Options remain outstanding. (e) At the Effective Time, each right of any kind, whether vested or unvested, contingent or accrued, to acquire or receive shares of Zions Common Stock that may be held, awarded, outstanding, credited, payable or reserved for issuance under the Zions Stock Plans and any other Zions Benefit Plan, except for Zions Common Stock Options converted in accordance with Section 3.05(a) above, shall be deemed to be converted into a right to acquire or receive, as the amendment case may be, subject to the prior effectiveness of the unvested CAC Reverse Stock Options granted pursuant Split, the number of shares of Surviving Corporation Common Stock equal to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted number of shares of Zions Common Stock Option will continue subject to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option such right immediately prior to the Effective Time, and such rights with respect to the shares of Surviving Corporation Common Stock shall otherwise be subject to the same terms, conditions and restrictions, if any, as were applicable to the rights with respect to the shares of Zions Common Stock under the relevant Zions Stock Plan or Zions Benefit Plan. Immediately Similarly, all Zions Stock Plans and other Zions Benefit Plans (and awards thereunder) providing for benefits measured by the value of a number of shares of Zions Common Stock shall be deemed to refer, subject to the prior effectiveness of the Reverse Stock Split, to the same number of shares of Surviving Corporation Common Stock, and such benefits shall otherwise be paid on the same terms, conditions and restrictions, if any, as were applicable under the relevant Zions Stock Plan or Zions Benefit Plan. At or prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under Zions shall adopt appropriate amendments to the Caesars Entertainment Zions Stock Plans and the Zions Benefit Plans to effectuate the provisions of this paragraph. Without limiting the applicability of the foregoing, Zions shall take all necessary action to ensure that the Surviving Corporation 2012 Performance Incentive will not be bound at the Effective Time by any options, stock appreciation rights, warrants or other rights or arrangements under any Zions Benefit Plan that would entitle any person to own any shares of Zions Common Stock or to receive any payments in respect thereof, and all Zions Benefit Plans conferring any rights to Zions Common Stock or other capital stock of Zions shall be deemed to 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 be 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 Timeconformity with this paragraph.

Stock Options. Immediately (a) The stock options granted by Demerged Company 2 under the Existing Stock Option Schemes - Sequent to the employees who shall be transferred as part of the Demerged Undertaking 2, which have not been exercised (irrespective of whether the same are vested or not) and are outstanding, shall be accelerated such that the stock options are vested upto 7 (seven) Business Days prior to the Effective Time, each outstanding Date or such other date as may be determined by the relevant committee of the Board of Demerged Company 2 and unexercised option to purchase shares of CAC Common Stock may be exercised from the vesting date upto 3 (each, a “CAC Stock Option”three) will, at Business Days after the Effective TimeDate, cease to represent an option to purchase CAC Common failing which, such options as remain unexercised on that date shall lapse. (b) The stock options granted by Demerged Company 2 under the Existing 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 Schemes - Sequent to the product employees who form part of the Retained Business of Demerged Company 2 and who shall not be transferred to Resulting Company, which have not been exercised (rounded down irrespective of whether the same are vested or not) and are outstanding, shall continue on the existing terms and conditions, except for such modifications/adjustments as may be deemed appropriate (including by issue of new/ additional options and/ or adjustment to the nearest whole shareexercise price) by the Nomination & Remuneration Committee of (i) Demerged Company 2 through the number Sequent ESOP Trust and payment of shares appropriate compensation as determined by the Nomination & Remuneration Committee of CAC Common Stock subject Demerged Company 2 through the Sequent ESOP Trust in order to such CAC Stock Option and (ii) provide for reduction in intrinsic value of 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 Demerged Company 2 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 demerger 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 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 applicableDemerged Undertaking 2, in accordance with the foregoing. Following provisions of the Effective Time, except Existing Stock Option Schemes – Sequent and applicable Law. (c) The relevant committee of the Board of Demerged Company 2 shall make appropriate amendments to the Existing Stock Option Schemes – Sequent to provide for the amendment modifications/adjustments (as may be deemed appropriate by such committee including by issue of new/ additional options and/ or adjustment to the exercise price) by the Sequent ESOP Trust and payment of appropriate compensation to the employees who shall be part of the unvested CAC Stock Options granted Retained Business of Demerged Company 2, as may be determined by the Sequent ESOP Trust (based on the recommendation of such committee of the Board of Demerged Company 2) in order to provide for reduction in intrinsic value of the Demerged Company 2 pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plandemerger of the Demerged Undertaking 2. The modifications/adjustments, each Converted if any, to the Existing Stock Option will continue Schemes - Sequent required to effect the treatment set out above shall be effected as an integral part of the Scheme and the approval granted to the Scheme by the shareholders shall also be deemed to be governed by their approval for such modification or adjustments to the same terms and conditions as were applicable under stock options pursuant to the CAC Stock Plan for each CAC Existing Stock Option immediately prior to Scheme - Sequent required under Applicable Law, including under Section 62 of the Effective TimeAct and the SEBI (Share Based Employee Benefits) Regulations, 2014. Immediately prior to No further approval of 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 shareholders of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Demerged Company 2 or any of its Subsidiaries or for Good Reason (as defined herein), other Person would be required in either case within six (6) months following the Effective Timethis connection.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Claremont Common Stock (each, a “CAC "Claremont Stock Option”") will, at under the Effective Time, cease to represent Claremont Option Plans shall be assumed by CBSI and shall thereafter constitute 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 (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 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 on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Claremont 16 21 Stock Option the same number of shares of CBSI Common Stock as the holder of such Claremont 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 (rounded down to the nearest whole number), at a price per share equal to (y) the aggregate exercise price for the shares of Claremont Common Stock otherwise purchasable pursuant to such Claremont Stock Option divided by (z) the number of full shares of CBSI Common Stock deemed purchasable pursuant to such CBSI Stock Option in accordance with the foregoing; provided, however, that, in the case of any Claremont Stock 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. (b) As soon as practicable after the Effective Time, CBSI shall deliver to the participants in the Claremont Option Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Claremont Option Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.13 after giving effect to the Merger). Immediately CBSI shall comply with the terms of the Claremont Option Plans and ensure, to the extent required by, and subject to the provisions of, such Claremont Option Plans, that Claremont Stock Options which qualified as incentive stock options prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under Time continue 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” (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 following incentive stock options after the Effective Time. (c) CBSI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CBSI Common Stock for delivery under Claremont Stock Options assumed in accordance with this Section 6.13. As soon as practicable after the Effective Time, CBSI shall file a registration statement or registration statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of CBSI Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, CBSI shall administer Claremont Stock Options assumed pursuant to this Section 6.13 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the Claremont Option Plans complied with the such rule prior to the Merger.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding and unexercised option (an "ENB Option") to purchase one or more shares of CAC ENB Common Stock (each, a “CAC Stock Option”) will, at issued by ENB and outstanding on the Effective TimeDate, whether or not such option is exercisable on the Effective Date, shall, by virtue of the Merger, cease to represent an option to purchase CAC Common Stock be outstanding 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 NPB Common Stock subject which the optionholder would have been entitled to receive in the Merger had such CAC Stock Option and (ii) option been exercised in full immediately prior to the Exchange RatioEffective Date, at an exercise price per share (rounded up of NPB Common Stock equal to the nearest whole cent) equal to (x) the per share exercise price of such CAC Stock Option the option to purchase ENB Common stock divided by (y) the Exchange Ratio, and each unvested CAC having other terms and conditions identical to those of the option exchanged (including forfeiture, acceleration and expiration date provisions). The adjustment provided herein with respect to any options which are "incentive stock options", as defined in Section 422 of the IRC, shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. As a result of this Agreement and as provided in the ENB 1996 Stock Option granted Incentive Plan, all options issued and outstanding under the ENB 1996 Stock Incentive Plan shall become 100 percent vested and immediately exercisable. (ii) As soon as practicable after the Effective Date, NPB shall deliver to the holders of ENB Options appropriate notices setting forth such holders' rights 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 ENB Stock Option to be convertedPlans (including that, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment by virtue of the unvested CAC Stock Options granted Merger and pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted terms of the ENB Stock Option will Plans, the ENB Stock Options have become fully vested and exercisable) and the agreements evidencing the grants of such ENB Stock Options shall continue to be governed by in effect on the same terms and conditions as were applicable under (subject to the CAC Stock Plan for each CAC adjustments required by this Section 1.02(g) after giving effect to the Merger and the terms of the ENB Stock Option immediately Plans). NPB shall comply with the terms of the ENB Stock Option Plans and shall take such reasonable steps as are necessary or required by, and subject to the provisions of, such ENB Stock Option Plans, to have the ENB Stock Options, if any, which qualified as "incentive stock options" prior to the Effective TimeDate, continue to qualify as "incentive stock options" after the Effective Date. (iii) NPB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of ENB Stock Options in accordance with this Agreement. Immediately prior Promptly after the Effective Date, NPB shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor other appropriate forms), with respect to the Effective Timeshares of NPB Common Stock subject to such options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereon) for so long as such options remain outstanding. With respect to those individuals who, each outstanding and unvested CEC subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall administer the ENB Stock Option granted Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated 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 to (a) At the Effective Time, each outstanding and unexercised option Paracer Option which has not been exercised prior to purchase shares of CAC Common Stock (eachthe Closing, a “CAC Stock Option”) willwhether vested or unvested, at the Effective Time, cease to represent shall be substituted for an option (a "Substitute Option") to purchase CAC Common Stock and will be converted automatically into an option to purchase a acquire such number of shares of CEC Stratos Common Stock (each, a “Converted Stock Option”) equal which the holder of such Paracer Option would have been entitled to receive pursuant to the product Merger at the Exchange Ratio had such holder exercised such option in full immediately prior to the Effective Time (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 a price per share (rounded up to the nearest whole cent) equal to (xi) the exercise price of such CAC the Paracer Common Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted purchasable 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 such Paracer Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. Each Substitute Option will be granted on substantially the same terms as the Stratos 2002 Stock Plan for (b) Each Substitute Option shall be evidenced by a written stock option agreement reflecting the terms set forth in Section 6.11(a) and delivered to the former holders of Paracer Options as soon as practicable following the Effective Time. Immediately Stratos shall take such actions as may be appropriate under the Code and the regulations thereunder to cause the Substitute Options granted for Paracer Options which qualified as incentive stock options immediately prior the Effective Time to qualify as incentive stock options, to the extent permitted under the Code and the regulations thereunder. (c) In addition, Stratos shall grant within five (5) days after the Closing an aggregate of 500,000 options to acquire Stratos Common Stock to Paracer employees who remain employed at the Closing under a stock option plan substantially similar to Stratos' 2002 Stock Plan for Acquired Companies (the "Additional Options"). (d) Stratos shall prepare and file with the SEC and shall use its best efforts to cause to become effective no later than thirty (30) days after the Effective Time, each a registration statement on Form S-8 covering the shares of Stratos Common Stock issued upon exercise of the Substitute Options and the Additional Options will use its best efforts to keep said registration statement effective for so long as such Substitute Options and Additional Options remain outstanding and unvested CEC will reserve a sufficient number of shares of Stratos Common 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) for issuance 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 thereof.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option You were granted 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 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 the Company’s common stock as set forth on Appendix A (the “Options”) pursuant to the 2017 Plan or the Company’s 2007 Omnibus Incentive Plan (the “2007 Plan” and, together with the 2017 Plan, the “Plans”). Under the terms of the Plans and your stock option grant notices and terms and conditions of stock option awards governing the Options, vesting of the Options will cease as of the Separation Date, and the Options will be forfeited as of such date for no consideration with respect to any unvested shares subject to such CAC Stock the Options. As of the Separation Date you have a total of 552,800 vested shares subject to the Options (the “Vested Options”). Notwithstanding anything to the contrary in the Plans, the stock option grant notices and the terms and conditions of stock option awards governing the Vested Options and any other documents between you and the Company setting forth the terms of your Vested Options (the “Option Documents”), if you (i) timely execute this Agreement and comply fully with your obligations hereunder, (ii) execute the Exchange RatioConsulting ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ March 26, at an exercise price per share (rounded up 2019 Agreement on the Separation Date and become a consultant to the nearest whole centCompany effective as of the Separation Date, and (iii) equal to (x) execute the Employee Non-Disclosure, Inventions, Non-Competition and Non-Solicitation Agreement, then the exercise price period for the Vested Options (normally subject to a three (3) month exercise period post termination) will be extended so that the Vested Options remain exercisable through the original expiration date of the Options as set forth on Appendix A. To the extent the Options were granted as “incentive stock options” under the Internal Revenue Code, an extension of the exercise period of the Options may cause them to lose such CAC Stock Option divided status and the Options instead may be treated as non-qualified stock options for federal tax purposes. This change may be less advantageous to you from a personal tax perspective in certain respects, including an obligation on your part to satisfy any income and employment tax withholding obligations that arise when you exercise the Options. The Company makes no representation or guarantees regarding the status of your Options as incentive stock options or otherwise. You acknowledge that the Company is not providing tax advice to you and that you have been advised by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant Company to seek independent tax advice with respect to the Caesars Acquisition exercise and modification of the Options and any other compensation and benefits that you are receiving under this Agreement. You acknowledge and agree that, as a condition to any exercise of your Vested Options, the Company 2014 Performance Incentive Plan shall be amended may require you to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon enter into an arrangement providing for the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) payment 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 you to the Effective Time, Company of any tax withholding obligation of 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, Company (except for the amendment employer’s share of any FICA), arising by reason of the unvested CAC Stock Options granted pursuant exercise of your Vested Options. The Options, including your rights to exercise the Vested Options, remain subject to the Caesars Acquisition Company 2014 Performance Incentive Planterms of the Plans and Option Documents, each Converted Stock Option as modified by this Section 5(b). If you do not satisfy the requirements of this Section 5(b), the Vested Options will continue to not be governed modified by the same terms of this Section 5(b) and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior will remain subject to the Effective Time. Immediately prior to terms of the Effective Time, each outstanding Plans and unvested CEC Stock the 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 TimeDocuments.

Stock Options. Immediately prior to (a) On and after the Effective TimeDate, each outstanding and unexercised non-qualified stock option to purchase shares of CAC Common Stock (each, a “CAC Stock PFI Option”) will, at to purchase shares of PFI Common Stock issued by PFI and outstanding on the Effective TimeDate shall remain outstanding, cease subject to represent an option to purchase CAC Common Stock and the following adjustments: (i) each PFI Option will be converted automatically into an option constitute a right to purchase a number of shares of CEC NPB Common Stock (eachdetermined in accordance with Section 2.07(a)(ii), below, at a “Converted Stock Option”) price equal to the product amount determined in accordance with Section 2.07(a)(iii), below; (rounded down to the nearest whole share) of (iii) the number of shares of CAC NPB Common Stock subject to such CAC Stock each PFI Option and immediately following the Effective Date will be equal to the quotient of (ii1) the Exchange Ratio, at an product of the number of shares of PFI Common Stock originally subject to that option times the original exercise price per share of that option; divided by (rounded up to 2) the nearest whole cent) equal to adjusted exercise price of that option immediately following the Effective Date, as determined in accordance with Section 2.07(a)(iii), below; and (xiii) the exercise price of such CAC each PFI Option immediately after the Effective Date will be equal to the quotient of: (x) the product of the closing price of NPB Common Stock Option on the Effect Date times the original exercise price of that option, divided by (y) $49.54 (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 Cash Consideration). (at target performance levels, if applicableb) upon the optionee’s termination of employment without “cause” (Except as defined otherwise provided 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 Timethis section, the CAC Board shall adopt appropriate resolutions terms and take conditions of all other actions necessary to cause each CAC Stock Option to PFI Options will not be converted, assumed changed and amended, as applicable, such options will remain outstanding and will be exercisable in accordance with the foregoingterms of the applicable PFI Option Plan and stock option agreement. Following As adjusted pursuant to this section, each PFI Option will be referred to herein as an “Adjusted PFI Option”. (c) As soon as practicable after the Effective TimeDate, except for but in no event later than ten (10) Business Days after the amendment Effective Date, NPB shall deliver to the holders of Adjusted PFI Options appropriate notices setting forth the effect of the unvested CAC adjustments described in Section 2.07(a), above. NPB shall comply with the terms of the PFI Option Plan. (d) NPB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of Adjusted PFI Options granted pursuant in accordance with this Agreement. Within ten (10) Business Days after the Effective Date, NPB shall file a registration statement on Form S-8 (or any successor other appropriate forms), with respect to the Caesars Acquisition Company 2014 Performance Incentive Planshares of NPB Common Stock issuable upon exercise of the Adjusted PFI Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereon) for so long as such options remain outstanding. (e) With respect to those individuals who, each Converted Stock subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall administer the PFI Option will continue to be governed Plan in a manner consistent with the exemptions provided by the same terms and conditions as were applicable Rule 16b-3 promulgated 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 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 TimeTime (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 next higher full share amount) of CNB Common deemed purchasable pursuant to such Pinnacle Stock Option (determined as provided above in this Section 5.04(a)). Immediately prior In no event shall CNB be required to issue fractional shares of CNB Common. (b) As soon as practicable after the Effective Time, CNB shall deliver to each outstanding and unvested CEC holder of Pinnacle Stock Options appropriate notices setting forth such holders' rights pursuant to the Stock Option granted under Plans, and the agreements evidencing the grants of such Pinnacle Stock Options shall continue in effect on the same terms and conditions (subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan conversion required by this Section 5.04 after giving effect to the Merger and the assumption by CNB as set forth above). To the extent necessary to effectuate the provisions of this Section 5.04, CNB shall be deliver new or amended agreements reflecting the terms of each Pinnacle Stock Option assumed by CNB and amend the Stock Option Plans to provide that it reflect the terms hereof. (c) As soon as practicable after the Effective Time, CNB shall become vested file with the S.E.C. a registration statement on an appropriate form with respect to the shares of CNB Common subject to such options and exercisable shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (at target performance levels, if applicableand maintain the current status of the prospectus or prospectuses with respect thereto) upon the optionee’s termination of employment without “cause” for so long as such options remain outstanding. (d) The adjustment provided in this Section 5.04 with respect to any Pinnacle Stock Options which are "incentive stock options" (as defined in Section 422 of the Caesars Entertainment Corporation 2012 Performance Incentive PlanCode) by shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Surviving Entity or any Code and, to the extent it is not so consistent, such Section 424(a) of its Subsidiaries or for Good Reason (as defined the Code shall override anything to the contrary contained herein), in either case within six (6) months following the Effective Time.

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) The stock options granted by Demerged Company 1 under the Existing Stock Option Schemes - Strides to the employees who will be transferred as part of the Demerged Undertaking 1, which have not been exercised (irrespective of whether the same are vested or not) and are outstanding, shall be accelerated such that the stock options are vested upto 7 (seven) Business Days prior to the Effective Time, each outstanding Date or such other date as may be determined by the relevant committee of the Board of Demerged Company 1 and unexercised option to purchase shares of CAC Common Stock may be exercised from the vesting date upto 3 (each, a “CAC Stock Option”three) will, at Business Days after the Effective TimeDate, cease failing which, such options as remain unexercised on that date shall lapse. (b) The stock options granted by Demerged Company 1 under the Existing Stock Option Schemes - Strides to represent an option to purchase CAC Common Stock the employees who form part of the Retained Business of Demerged Company 1 and will not be converted automatically into an option transferred to purchase a number Resulting Company, which have not been exercised (irrespective of shares of CEC Common Stock (eachwhether the same are vested or not) and are outstanding, a “Converted Stock Option”) equal shall continue on the existing terms and conditions, except for such modifications/adjustments 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 by the relevant committee of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted Board of Demerged Company 1 in order to provide for reduction in intrinsic value of the Demerged Company 1 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 demerger 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 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 applicableDemerged Undertaking 1, in accordance with the foregoing. Following the Effective Time, except for the amendment provisions of the unvested CAC Existing Stock Options granted pursuant Option Schemes – Strides and applicable Law. (c) The relevant committee of the Board of Demerged Company 1 shall make appropriate amendments to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Existing Stock Option will continue Schemes – Strides to be governed provide for (i) acceleration of the vesting period of the stock options held by the same terms and conditions as were applicable employees who are being transferred under the CAC Stock Plan for each CAC Stock Option immediately Demerged Undertaking 1 such that the stock options are vested upto 7 (seven) Business Days prior to the Effective Time. Immediately prior Date or such other date as may be determined by the relevant committee of the Board of the Demerged Company 1 and may be exercised from the vesting date upto 3 (three) Business Days after the Effective Date; and (ii) modification of the exercise price of the stock options held by the employees who shall form of the Retained Business of Demerged Company 1 in order to provide for reduction in intrinsic value of the Demerged Company 1 pursuant to the Effective Timedemerger of the Demerged Undertaking 1. The modifications/adjustments, each outstanding and unvested CEC if any, to the Existing Stock Option Schemes - Strides required to effect the treatment set out at (a) and (b) above shall be effected as an integral part of the Scheme and the approval 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) Scheme by the Surviving Entity shareholders shall also be deemed to be their approval to such amendments pertaining to the Existing Stock Option Schemes – Strides required under Applicable Law, including under Section 62 of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014. No further approval of the shareholders of Demerged Company 1 or any of its Subsidiaries or for Good Reason (as defined herein), other Person would be required in either case within six (6) months following the Effective Timethis connection.

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 prior to the Effective TimeEmployee’s unvested Nonqualified Stock Options (NSOs) and Incentive Stock Options (ISOs) (collectively, each “Outstanding Options”) shall remain 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, vest in accordance with the foregoing. Following the Effective Time, except for the amendment terms 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 particular grant or award under the CAC Stock Pentair Equity Plans or applicable Terms & Conditions under the earlier of the expiration date of the award of the fifth anniversary of the Separation Date. The Outstanding Options may be exercised by Employee until the earlier of the expiration date of the particular award or within five (5) years after the Separation Date, at the time and in the manner permitted under the terms of the applicable Pentair Equity Plan for each CAC Stock Option immediately and the applicable Terms & Conditions. Five (5) years after the Separation Date, all Outstanding Options unexercised by Employee shall be forfeited. Employee's stock options under the Pentair Equity Plans that had vested prior to the Effective TimeSeparation Date (the "Previously Vested Options") may be exercised by Employee at any time in accordance with the time and in the manner permitted under the terms of the applicable Pentair Equity Plan without regard to whether he signs this Agreement. Immediately The Previously Vested Options shall expire and become non-exercisable in accordance with the terms of the applicable Pentair Equity Plan and the Terms & Conditions without regard to whether Employee signs this Agreement. As for Employee’s ISOs, they are eligible for preferential tax treatment if exercised within a period of ninety (90) days following the Separation Date, and if exercised more than ninety (90) days following the Separation Date, they will be taxed as ordinary income upon exercise. Employee acknowledges that all RSUs, PSUs and Stock Options that are not treated as earned in accordance with the Terms & Conditions of the applicable award will automatically become void and that any and all options that Employee holds that are not exercisable as of the Separation Date are forfeited immediately as of the Separation Date. Employee acknowledges that it is Employee’s responsibility to review his personal brokerage account and take action prior to the Effective Time, expiration dates for 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 Timegrant.

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) Options to purchase shares of TRFC Common Stock that have been issued by TRFC and are outstanding at the Effective Time (each, a "TRFC Option") pursuant to the TRFC 1993 Incentive Stock Option Plan and the TRFC 1993 Stock Option Plan for Outside Directors (collectively, the "TRFC Option Plans") shall be converted into options to purchase shares of RBI Common Stock as follows: (i) the aggregate number of shares of RBI Common Stock issuable upon the exercise of converted TRFC Options after the Effective Time shall be equal to the product of the Exchange Ratio multiplied by the number of shares of TRFC Common Stock issuable upon exercise of the TRFC Options immediately prior to the Effective Time, each outstanding and unexercised option such product 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 shareshare of RBI Common Stock; and (ii) the exercise price per share of (i) each converted TRFC Option shall be equal to the quotient of the exercise price of such TRFC Option at the Effective Time divided by the Exchange Ratio, such quotient to be rounded to the nearest whole cent; provided, however, that, in the case of any TRFC Option that is intended to qualify as an incentive stock option under Section 422 of the Code, the number of shares of CAC RBI Common Stock subject to such CAC Stock Option issuable upon exercise of and (ii) the Exchange Ratio, at an exercise price per share (rounded up for such converted TRFC Option determined in the manner provided above shall be further adjusted in such manner as RBI may determine to be necessary to conform to the nearest whole centrequirements of Section 424(b) equal of the Code. Options to (x) purchase shares of RBI Common Stock that arise from the exercise price operation of such CAC Stock Option divided by (y) this Section 1.4 shall be referred to as the Exchange Ratio, "Converted Options." All Converted Options shall be exercisable for the same period and each unvested CAC Stock Option granted pursuant otherwise have the same terms and conditions applicable to the Caesars Acquisition Company 2014 Performance Incentive Plan TRFC Options that they replace; provided, however, that such exercise period, terms and conditions shall be amended further modified if and 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 extent necessary to enable the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or Merger to qualify for Good Reason (as defined herein), in either case within six (6) months following the Effective Timepooling-of-interests accounting treatment. Prior to the Effective Time, RBI shall take, or cause to be taken, all necessary action to effect the CAC Board intent of the provisions set forth in this Section 1.4. (b) Prior to the date of the TRFC stockholders meeting contemplated by Section 4.8, TRFC shall adopt take, or cause to be taken, appropriate resolutions action under the terms of any stock option plan, agreement or arrangement under which TRFC Options have been granted to provide for the conversion of TRFC Options outstanding at the Effective Time into Converted Options and to effect any other modifications contemplated by Section 1.4(a). (c) Concurrently with the reservation of shares of RBI Common Stock to provide for the payment of the Merger Consideration, RBI shall take all other actions corporate action necessary to cause each CAC reserve for future issuance a sufficient additional number of shares of RBI Common Stock Option to be converted, assumed and amended, as applicable, in accordance provide for the satisfaction of its obligations with respect to the foregoingConverted Options. Following On or before the Effective Time, except for RBI shall (i) cause to be executed and delivered to each holder of a Converted Option an agreement, certificate or other instrument, in such form and of such substance as RBI may reasonably determine, evidencing such holder's rights with respect to the amendment Converted Options; and (ii) file a registration statement on Form S-8 (or any successor or other appropriate form) and make any state filings or obtain state exemptions with respect to the RBI Common Stock issuable upon exercise 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 TimeOptions.

Stock Options. Immediately prior (a) Prior to five (5) business days before the Effective Time, each outstanding and unexercised option a holder of a Stock Option may by written notice to purchase shares of CAC Common ONB elect to exchange such Stock Option for either (each, a “CAC Stock Option”i) will, at the Effective Time, cease to represent cash 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) remainder of (iA) the product of the number of shares of CAC Permanent Common Stock subject to such CAC Stock Option and multiplied by the Exchange Ratio multiplied by the Average Price Per Share of ONB common stock minus (B) the aggregate exercise price for Permanent Common Stock otherwise purchasable pursuant to such Stock Option (such number calculated pursuant to this Section 7.04(a)(i) hereinafter referred to as the "Option Value") or (ii) the Exchange Ratio, at an exercise price per share (rounded up such number of shares of ONB common stock equal to the nearest whole cent) equal to quotient arrived at by dividing (xA) the exercise price of such CAC Stock Option divided Value by (yB) 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 Average Price Per Share of ONB common stock. (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 Following the Effective Time. Prior , distribution of stock certificates representing shares of ONB common stock and any cash payment, without interest, pursuant to Section 7.04(a) hereof shall be made by ONB to each former holder of a Stock Option exercising an election pursuant to Section 7.04(a) hereof as soon as practical following delivery to ONB of a properly completed and executed cancellation of Stock Option, all in form and substance reasonably satisfactory to ONB. (c) At the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary obligations of Permanent with respect to cause each CAC outstanding Stock Option which was properly granted pursuant to be converted, assumed and amended, as applicable, a stock option agreement executed in accordance with the foregoingStock Option Plans shall be assumed by ONB as hereinafter provided. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanIn connection therewith, each Converted Stock Option will continue shall be deemed to be governed by constitute an option to acquire, on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such Stock Option at the Effective Time, that number of shares of ONB common stock, rounded to the nearest whole share, as the holder of such Stock Option would have been entitled to receive pursuant to the Mergers had such holder exercised such Option in full (after giving effect to accelerated vesting) immediately prior to the Effective TimeTime and, immediately thereafter, exchanged such shares solely for ONB common stock based upon the Exchange Ratio at an exercise price per share equal to (A) the aggregate exercise price for Permanent Common Stock otherwise purchasable pursuant to such Stock Option divided by (B) the number of shares of ONB common stock, rounded to the nearest whole share, deemed purchasable pursuant to such Stock Option; provided, however, that in the case of any Stock Option to which Section 422 of the Code applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 4.24(a) of the Code. Immediately prior In no event shall ONB be required to issue fractional shares of ONB common stock pursuant to the Stock Options. (d) As soon as practicable after the Effective Time, ONB shall deliver to each outstanding and unvested CEC holder of a Stock Option granted under an appropriate notice or agreement which sets forth such holder's rights pursuant to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Stock Option, and the agreements evidencing the grants of such Stock Options shall continue in effect on the same terms and conditions (subject to the conversion required by this Section 7.04 after giving effect to the Mergers and the assumption by ONB as set forth above); provided, however, to the extent necessary to effectuate the provisions of this Section 7.04, ONB may deliver new or amended Stock Option agreements which reflect the terms of each Stock Option assumed by ONB. With respect to each Stock Option, the optionee shall be amended to provide that it shall become vested solely responsible for any and exercisable all tax liability (at target performance levels, if applicableother than the employer's one-half share of any employment taxes) which may be imposed upon the optionee’s termination optionee as a result of employment without “cause” the provisions of this Section 7.04 and as a result of the grant and exercise of such Stock Options. (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plane) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following At the Effective Time, ONB shall file with the SEC a registration statement on an appropriate form with respect to the shares of ONB common stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses with respect thereto) for so long as such options remain outstanding.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of Green (or, if appropriate, any committee administering the Green 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 Green Employee Stock Options granted under Green 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 Green Employee Stock Option outstanding immediately prior to represent the Effective Time shall be deemed to constitute 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 (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 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 on the same terms and conditions as were applicable under such Green Employee Stock Option, the CAC same number of shares of White Common Stock Plan for each CAC as the holder of such Green Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Green Employee Stock Option in full immediately prior to the Effective Time, at a price per share of White Common Stock equal to (A) the aggregate exercise price for the shares of Green Common Stock otherwise purchasable pursuant to such Green Employee Stock Option divided by (B) the aggregate number of shares of White Common Stock deemed purchasable pursuant to such Green Employee Stock Option (each, as so adjusted, an "Adjusted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified 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 of the Code; and (ii) make such other changes to the Green Stock Plans as Green and White may agree are appropriate to give effect to the Merger. (b) As soon as practicable after the Effective Time, White shall deliver to the holders of Green Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Green Stock Plans and the agreements evidencing the grants of such Green Employee Stock Options and that such Green Employee Stock Options and agreements shall be assumed by White and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.6 after giving effect to the Merger). Immediately White shall comply with the terms of the Green Stock Plans and ensure, to the extent required by, and subject to the provisions of, such Green Stock Plans, that the Green Employee Stock Options which qualified as qualified stock options prior to the Effective Time continue to qualify as qualified stock options after the Effective Time. (c) White shall take such actions as are reasonably necessary for the assumption of the Green Stock Plans pursuant to Section 5.6(a), including the reservation, issuance and listing of White Common Stock as is necessary to effectuate the transactions contemplated by Section 5.6(a). As soon as reasonably practicable after the Effective Time, each outstanding White shall prepare and unvested CEC file with the SEC one or more registration statement(s) on Form S-8 or other appropriate form with respect to shares of White Common Stock Option granted subject to Green Employee Stock Options issued under such Green Stock Plans and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements covering such Green Employee Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Green Employee Stock Options remain outstanding. With respect to those individuals, if any, who subsequent to the Caesars Entertainment Corporation 2012 Performance Incentive Effective Time will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, White shall use all reasonable efforts to administer the Green Stock Plans assumed pursuant to Section 5.6(b) in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the applicable Green Stock Plan shall be amended complied with such rule prior to provide that it shall become vested the Merger. (d) 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 White, together with the consideration therefor and exercisable (at target performance levelsthe federal withholding tax information, if applicableany, required in accordance with the related Green Stock Plan. (e) upon Except as otherwise contemplated by this Section 5.6 and except to the optionee’s termination extent required under the respective terms of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by Green Employee Stock Options, all restrictions or limitations on transfer and vesting with respect to Green Employee Stock Options awarded under the Surviving Entity Green Stock Plans or any other plan, program or arrangement of Green or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by White as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC OrCAD Common Stock (eacheach a "ORCAD STOCK OPTION") under the OrCAD Stock Option Plans, a “CAC whether or not exercisable, will be assumed by Summit. Each OrCAD Stock Option”Option so assumed by Summit under this Agreement will continue to have, and be subject to, the same terms and conditions (including vesting conditions) will, at set forth in the applicable OrCAD Stock Option Plan immediately prior to the Effective TimeTime and the Stock Option by which it is evidenced, cease to represent an option to purchase CAC except that (i) each OrCAD Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Summit Common Stock and will be converted automatically into an option equal to purchase a the product of the maximum number of shares of CEC OrCAD Common Stock (eachthat could be issuable upon exercise of such OrCAD Stock Option if all vesting conditions are satisfied multiplied by the Exchange Ratio, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) share of (i) the number of shares of CAC Summit Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an per share exercise price for the Summit Common Stock issuable upon exercise of such assumed OrCAD Stock Option will be equal to the quotient determined by dividing the exercise price per share (of OrCAD Common Stock at which such OrCAD Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (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 Summit will issue to cause each CAC holder of an outstanding OrCAD Stock Option to be converted, a notice describing the foregoing assumption of such OrCAD Stock Option by Summit. It is intended that OrCAD Stock Options assumed and amended, as applicable, in accordance with the foregoing. Following by Summit shall qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Code to the extent OrCAD 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 Time and the provisions of this Section 5.11 shall be applied consistent with such intent. (b) Summit will reserve sufficient shares of Summit Common Stock for issuance under Section 5.11 and under Section 1.6(c) hereof. (c) OrCAD shall take such actions as are necessary to shorten the Offering Period (as such term is used in the OrCAD ESPP) then in progress by setting up a new Purchase Date (as such term is used in OrCAD ESPP) to be the last trading day on which the shares of OrCAD Common Stock are quoted on the Nasdaq National Market immediately prior to the Effective TimeTime (the "Final OrCAD Purchase Date"); provided, that, such change in the Purchase Date shall be conditioned upon the consummation of the Merger. On the Final OrCAD Purchase Date, OrCAD shall apply the funds credited as of such date under the OrCAD ESPP within each outstanding and unvested CEC Stock Option granted under participant's payroll withholdings account to the Caesars Entertainment Corporation 2012 Performance Incentive Plan purchase of whole shares of OrCAD Common Stock in accordance with the terms of the OrCAD ESPP. The cost to each participant in the OrCAD ESPP for a share of OrCAD Common Stock shall be amended the lower of 85% of the closing sale price of OrCAD Common Stock on the Nasdaq National Market on (i) the first day of the then current Offering Period or (ii) the Final OrCAD Purchase Date. (d) Employees of OrCAD as of the Effective Time shall be permitted to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon participate in Summit's Employee Stock Purchase Plan commencing on 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 first enrollment date following the Effective Time, subject to compliance with the eligibility provisions of such plan.

Stock Options. Immediately prior to the Effective Time, each (a) Each outstanding and unexercised option to purchase shares of CAC MediaOne Common Stock granted under any stock option or compensation plans or arrangements (eacha "MEDIAONE STOCK OPTION"), a “CAC Stock Option”) willwhether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, cease each MediaOne Stock Option outstanding immediately prior to represent the Effective Time shall be deemed to constitute 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 (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 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 on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such MediaOne Stock Option (including terms regarding vesting), the same number of shares of Comcast Common Stock as the holder of such MediaOne Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such MediaOne Stock Option in full immediately prior to the Effective Time, at a price per share of Comcast Common Stock equal to (A) the aggregate exercise price for the shares of MediaOne Common Stock otherwise purchasable pursuant to such MediaOne Stock Option divided by (B) the aggregate number of shares of Comcast Common Stock deemed purchasable pursuant to such MediaOne Stock Option (each, as so adjusted, an "ADJUSTED OPTION"); provided that any fractional share of Comcast Common Stock resulting from an aggregation of all the shares of a holder subject to MediaOne Stock Option shall be rounded up to the nearest whole share, and provided further that, for any MediaOne Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) Comcast shall take such actions as are necessary for the assumption of the MediaOne Stock Options pursuant to this Section 3.04 and any obligations to issue MediaOne Common Stock under the existing terms of any other plans, agreements or arrangements of MediaOne covering any current or former employee or director of MediaOne or any MediaOne Subsidiary, including the reservation, issuance and listing of Comcast Common Stock as is necessary to effectuate the transactions contemplated by this Section 3.04. Immediately prior Comcast shall prepare and file with the SEC a registration statement on Form S-8 (or any other appropriate form) or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Comcast Common Stock subject to the Adjusted Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Adjusted Options (and to maintain the current status of the prospectus contained therein) for so long as such Adjusted Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, each outstanding and unvested CEC will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Comcast shall use all reasonable efforts to administer any Adjusted Options issued pursuant to this Section 3.04 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent that the MediaOne Stock Option granted under in respect of which such Adjusted Option has been issued complied with such rule prior 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 TimeMerger.

Stock Options. Immediately prior (a) Before the Closing, the Board of -------------- Directors of the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding Stock Options granted under the Company's Amended and Restated Stock Plan, each outstanding the Company's Amended and unexercised option Restated 1985 Stock Option Plan, the Company's Amended and Restated Employee Stock Purchase Plan, the Company's Supplemental Employee Stock Purchase Plan, the Company's Nonstatutory Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Employee Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Consultant Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1990 Director Stock Option Plan and the SEQUUS Pharmaceuticals, Inc. Equity Incentive Plan (collectively, the "Company Stock Plans"), 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 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 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 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 on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Option, the number of shares of Parent Common Stock (rounded down to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Stock Option immediately prior by the Exchange Ratio, at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (B) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (each, as so adjusted, an "Adjusted Option"); provided that such exercise price shall be -------- rounded up to the Effective Time. Immediately prior nearest whole cent; provided, further, that -------- ------- notwithstanding the foregoing, each right granted under the Company's Employee Stock Purchase Plan and the Company's Supplemental Employee Stock Purchase Plan (collectively, the "Purchase Plans") shall be adjusted in accordance with the provisions of Section 5.16(h); and (ii) make such other changes to the Company Stock Plans as Parent and the Company may agree are appropriate to give effect to the Merger. (b) The adjustments provided herein with respect to any Stock Options that are "incentive stock options" as defined in Section 422 of the Code shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) At the Effective Time, each by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that all obligations of the Company under the Company Stock Plans, including with respect to Stock Options outstanding and unvested CEC Stock Option granted under to at the Caesars Entertainment Corporation 2012 Performance Incentive Plan Effective Time, shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination obligations 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 Parent following the Effective Time. (d) As soon as practicable (but in any event not more than three business days) after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock subject to the Adjusted Options. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) at least for so long as any Adjusted Options or any unsettled awards granted under the Company Stock Plans after the Effective Time, may remain outstanding. (e) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (f) Except as otherwise contemplated by this Section 5.06 and except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its Subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above.

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 to (i) On the Effective TimeDate, each outstanding and unexercised option (a "CIB Option") to purchase one or more shares of CAC CIB Common Stock (each, a “CAC Stock Option”) will, at issued by CIB and outstanding on the Effective TimeDate, whether or not such option is exercisable on the Effective Date, shall, by virtue of the Merger, cease to represent an option to purchase CAC Common Stock be outstanding 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 NPB Common Stock subject which the optionholder would have been entitled to receive in the Merger had such CAC Stock Option and (ii) option been exercised in full immediately prior to the Exchange RatioEffective Date, at an exercise price per share (rounded up of NPB Common Stock equal to the nearest whole cent) equal to (x) the per share exercise price of such CAC Stock the CIB Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted having other terms and conditions ---------- identical to those of the option exchanged (including forfeiture, acceleration and expiration date provisions). The adjustment provided herein with respect to any options which are "incentive stock options", as defined in Section 422 of the IRC, shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. (ii) As soon as practicable after the Effective Date, NPB shall deliver to the holders of CIB Options appropriate notices setting forth such holders' rights pursuant to the 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 CIB Stock Option to be convertedPlans, assumed and amended, as applicable, the agreements evidencing the grants of such CIB Options shall continue 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 effect on the same terms and conditions as were applicable under (subject to the CAC Stock Plan for each CAC adjustments required by this Section 1.02(f) after giving effect to the Merger and the terms of the CIB Stock Option immediately Plans). NPB shall comply with the terms of the CIB Stock Option Plans and shall take such reasonable steps as are necessary or required by, and subject to the provisions of, such CIB Stock Option Plans, to have the CIB Options, if any, which qualified as "incentive stock options" prior to the Effective TimeDate, continue to qualify as "incentive stock options" after the Effective Date. (iii) NPB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of CIB Options in accordance with this Agreement. Immediately prior Promptly after the Effective Date, NPB shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor other appropriate forms), with respect to the Effective Timeshares of NPB Common Stock subject to such options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereon) for so long as such options remain outstanding. With respect to those individuals who, each outstanding and unvested CEC subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall administer the CIB Stock Option granted Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated 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 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 cent▇▇▇▇▇) 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 such assumed Sicor Option pursuant to and in accordance with this Section 3.1(d). The conversion of the Caesars Acquisition Company 2014 Performance Incentive Plan shall Sicor Options provided for in this Section 3.1(d) with respect to any options which are intended to 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 “causeincentive stock options” (as such term is 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 (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 amended1986, as applicable, amended (the “Code”)) shall be effected in accordance a manner consistent with the foregoing. Following the Effective Time, except for the amendment Section 424(a) 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 TimeCode.

Stock Options. Immediately (a) TARGET shall take all actions necessary to provide that, effective as of the date hereof, no further options to purchase TARGET Common Stock, whether vested or unvested (each a "TARGET Stock Option"), may be granted under TARGET's ------------------- 1992 Option Plan, the Director Plan and Omnibus Plan (collectively, "TARGET ------ Option Plans"). ------------ (b) Prior to the Effective Time, TARGET shall take all actions necessary to provide that all discretionary limitations imposed with respect to the exercise of any TARGET Stock Option be waived immediately prior to the Effective Time so that all such TARGET Stock Options shall be exercisable in full. (c) As of the Effective Time, each TARGET Stock Option shall be deemed to constitute a fully vested option to acquire, on the same terms and conditions as were applicable under such TARGET Stock Option immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares the whole number (disregarding any fractional shares) of CAC PARENT Common Stock (each, a “CAC as the holder of such TARGET Stock Option”) will, at 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, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase at 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 aggregate exercise price of for TARGET Common Stock otherwise purchasable pursuant to such CAC TARGET Stock Option Option, divided by (y) the Exchange Ratio, and each unvested CAC number of full shares of PARENT Common Stock deemed purchasable pursuant to such TARGET 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 ; provided, that references -------- in any TARGET Stock Option to TARGET, the board of directors of TARGET or any committee thereof, and any TARGET Stock Option Plan shall, commencing at the Effective Time, except for unless inconsistent with the amendment context, be to PARENT, the board of directors of PARENT or a committee thereof. The adjustments provided in this Section 5.05(c) with respect to TARGET Stock Options to which Section 421(a) of --------------- the Code applies shall be and are intended to be effected in a manner which is consistent with Section 424(a) 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 TimeCode. Immediately At or prior to the Effective Time, each outstanding and unvested CEC TARGET shall make all necessary arrangements with respect to TARGET Stock Option granted under Plans to permit the assumption of any unexercised TARGET Stock Options by PARENT pursuant to this Section 5.05(c). Except as otherwise expressly provided in --------------- this Section 5.05 and to the Caesars Entertainment Corporation 2012 Performance Incentive Plan extent required under the respective terms of ------------ TARGET Stock Options, all restrictions or limitations on transfer with respect to TARGET Stock Options, to the extent that such restrictions or limitations shall be amended not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to provide that it shall become vested such options after giving effect to the Merger and exercisable the assumption by PARENT as set forth above. (at target performance levels, if applicabled) upon the optionee’s termination of employment without “cause” (As soon 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 practicable after the Effective Time., PARENT shall deliver to each holder of an outstanding TARGET Stock Option an appropriate notice setting forth such holder's rights pursuant to the respective TARGET Stock Option Plans and the agreement evidencing the grant of such TARGET Stock Option and that such TARGET Stock Option shall be assumed by PARENT and continue in effect on the same terms and conditions subject to the adjustments required by this Section 5.05 after giving effect to the Merger. PARENT shall comply with ------------ the terms of all such TARGET Stock Options and ensure, to the extent required by, and subject to the provisions of, any such TARGET Stock Option Plan that TARGET Stock Options which qualified for special tax treatment immediately prior to the Effective Time (after giving effect to the acceleration of vesting contemplated by Section 5.05(b)), continue to so qualify after the Effective --------------- Time. PARENT shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PARENT Common Stock for delivery pursuant to the terms set forth in this Section 5.05. ------------ (e) PARENT shall use reasonable efforts after the Effective Time to maintain the effectiveness of a registration statement under the Securities Act with respect to the issuance by PARENT of shares of PARENT Common Stock which may be issued pursuant to TARGET Stock Options as provided for above in this Section 5. 05. -------------

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common BOP Stock (each, a “CAC "BOP Stock Option”") willunder the BOP Stock Option Plan. Subject to Section 7.9(d), at each and every BOP Stock Option so assumed by GBB under this Agreement shall be exchanged for a substitute option under the Effective Time, cease to represent an option to purchase CAC Common GBB Stock and will Option Plan with the following terms: (i) such BOP Stock Option shall be converted automatically into an option to purchase a exercisable for that number of whole shares of CEC Common GBB Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common BOP Stock subject to that were granted under 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 BOP Stock Option immediately prior to the Effective Time. Immediately Time of the Merger (the vesting of which will be accelerated in accordance with the terms of the BOP Stock Option Plan and the agreements pursuant thereto) multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole number of shares of GBB Stock; and (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BOP Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per share of BOP Stock at which such BOP Stock Option was exercisable immediately prior to the Effective TimeTime of the Merger by (B) the Conversion Ratio. After the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BOP Stock Option a document evidencing the substitute option pursuant to this Section 7.9. (b) The terms of the substitute options shall correspond in all material respects to the terms of the BOP Stock Options and, subject to the requirements of law, the BOP Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if necessary, file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of GBB Stock subject to such options and unvested CEC shall use all 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. (d) In the event the shareholders of GBB fail to approve an increase in the number of shares reserved for issuance under the GBB Stock Option Plan at the shareholders' meeting to be held in connection with the merger of GBB and Coast Bancorp, GBB will assume the BOP Stock Option Plan and each BOP Stock Option granted thereunder. Each such BOP Stock Option so assumed by GBB under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the BOP Stock Option Plan and in the other documents governing such BOP Stock Option immediately prior to the Caesars Entertainment Corporation 2012 Performance Incentive Effective Time of the Merger; provided, however, that such BOP Stock Options will be exercisable for that number of shares of GBB Stock computed in accordance with Section 7.9(a)(i) and (ii). In such event, the BOP Stock Option Plan shall be amended (as amended, if necessary, to provide that it shall become vested and exercisable (at target performance levels, if applicable) for the exchange of GBB Stock for BOP Stock upon the optionee’s termination exercise of employment without “cause” (as defined BOP Stock Options) will continue in effect for 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 TimeBOP Stock Options so assumed.

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 The Company represents to the Effective TimePurchaser that (a) all outstanding options that, each outstanding and unexercised option to purchase as of the Signing Date, may be exercised for shares of CAC Company Common Stock (whether or not vested) (each, a “CAC Stock Option” and collectively the “Stock Options”) willare described in Schedule 4.5 and are presently governed by the Company Stock Compensation Plans and the agreements pursuant to which such Stock Options were granted (each, an “Option Grant Agreement”), (b) the Stock Options presently governed by the Company Stock Compensation Plans represent the right to purchase Class C Stock and no other Equity Interests and (c) true and complete copies of the Company Stock Compensation Plans and each Option Grant Agreement relating to outstanding Stock Options have been delivered to the Purchaser. Prior to the Closing, the board of directors of the Company shall take all actions necessary such that all Stock Options that are outstanding immediately prior to the Closing (“Subject Stock Options”) (i) are fully vested in advance of the Closing in accordance with the terms of the Company Stock Compensation Plans and (ii) shall be forfeited prior to the Closing or, in the case of Subject Stock Options that are In-the Money Subject Stock Options, if the holders thereof execute and deliver prior to the Closing an option cancellation agreement in form and substance reasonably acceptable to the Purchaser (each, an “Option Cancellation Agreement”), cancelled in exchange for the issuance by the Purchaser at the Effective TimeClosing, cease subject to represent an option to purchase CAC Common the Purchaser’s receipt of such holder’s Option Cancellation Agreement and cancelled Subject Stock and will be converted automatically into an option to purchase a Option, such number of shares of CEC Purchaser Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to quotient of 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 Option Cancellation Amount for such CAC Subject Stock Option divided by (y) the Exchange RatioShare Price. Notwithstanding the foregoing, the Purchaser may elect, in its sole and each unvested CAC absolute discretion, to satisfy the aggregate Option Cancellation Amount due to the holders of In-the Money Subject Stock Options at Closing in cash (in lieu of Purchaser Shares), and, to the extent the Purchaser so elects to make such payment in cash at Closing, such holders shall not be entitled to receipt of any shares of Purchaser Common Stock; provided, however that in the event the Purchaser Control Transaction results in Sellers receiving consideration that is not all cash, then Purchaser shall be required to satisfy the aggregate Option Cancellation Amount due to the holders of In-the Money Subject Stock Options in cash (in lieu of any securities) at Closing. For purposes of this Agreement: (i) the term “Option Cancellation Amount” shall mean, for a Subject Stock Option granted pursuant covering a specified number of shares of Class C Stock outstanding immediately prior to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelsClosing, 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 an amount equal to the Effective Time, product of (x) the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC number of shares of Class C 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 covered by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such Subject Stock Option immediately prior to the Effective Time. Immediately prior to Closing multiplied by (y) the Effective Timeamount, each outstanding and unvested CEC if any, by which (A) the product of the Share Price multiplied by the Exchange Ratio exceeds (B) the exercise price of such Subject Stock Option granted under (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 equitable adjustment in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinCompany Common Stock), in either case within six (6) months following the Effective Time.;

Stock Options. Immediately (a) At the Effective Time, each outstanding option to purchase IPIX Shares (an "IPIX STOCK OPTION" or collectively, "IPIX STOCK OPTIONS") issued pursuant to the 1997 Equity Compensation Plan, whether vested or unvested, and all other outstanding options to purchase IPIX Shares that are listed in Section 1.09 of the Disclosure Schedule shall be assumed by bamboo (all of such plans or agreements pursuant to which any IPIX Stock Option has been issued or may be issued are referred to collectively as the "IPIX STOCK OPTION PLANS"). Each IPIX Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such IPIX Stock Option, the same number of bamboo Shares (rounded up to the nearest whole share) as the holder of such IPIX 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, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, at 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 down to the nearest whole cent) equal to (xy) the aggregate exercise price of for the IPIX Shares otherwise purchasable pursuant to such CAC IPIX Stock Option divided by (yz) the Exchange Ratio, and each unvested CAC Stock Option granted number of full bamboo Shares deemed purchasable pursuant to such IPIX Stock Option; provided, however, that in the Caesars Acquisition Company 2014 Performance Incentive Plan case of any option to which section 421 of the Code applies by reason of its qualification under section 422 of the Code ("INCENTIVE STOCK OPTIONS" or "ISOS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be amended determined in order to provide that it shall become vested and exercisable comply with section 424(a) of the Code. (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, bamboo 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 IPIX Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted IPIX Stock Option will Plans and the agreements evidencing the grants of such IPIX Options shall continue to be governed by in effect on the same terms and conditions (subject to the adjustments required by this Section 1.09 after giving effect to the Merger). Bamboo shall comply with the terms of the IPIX Plans and ensure, to the extent required by, and subject to the provisions of, such Plans, that IPIX Stock Options which 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 Time continue 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 qualify as incentive stock options 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 bamboo after the Effective Time. (c) Bamboo shall take all corporate action necessary to reserve for issuance a sufficient number of bamboo Shares for delivery upon exercise of all IPIX Stock Options assumed in accordance with this Section

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 nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, NRC shall not be obligated to issue any fraction of a share of NRC Common Stock upon exercise of TXEN Options, and any fraction of a share of NRC Common Stock that otherwise would be subject to a converted TXEN Option shall represent the right to receive a cash payment upon exercise between the 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 the closing price of such NRC Common Stock on the Nasdaq National Market (as reported by THE WALL STREET JOURNAL or, if not reported thereby, any other authoritative source selected by NRC) on the last trading day preceding the date of exercise. NRC and TXEN agree to take all necessary steps to effectuate the foregoing provisions of this Section 5.6. (b) As soon as practicable after the Effective TimeDate, each outstanding and unvested CEC Stock Option granted under NRC shall deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan participants in the Option Plans an appropriate notice, setting forth such participant's rights pursuant thereto and the grants subject to such Option Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 5.6(a) after giving effect to the Merger). Within 90 days after the Effective Date, NRC shall file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of NRC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (c) All contractual restrictions or limitations on transfer with respect to TXEN Common Stock awarded under the Option Plans or any other plan, program or contract of TXEN, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the Merger or otherwise), and except as otherwise expressly provided in such plan, program, or contract, shall remain in full force and effect with respect to shares of NRC Common Stock into which such restricted stock is converted pursuant to Section 5.6 of this Agreement. (d) TXEN has an option to purchase 119,732 shares of TXEN Common Stock from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, which constitute the source of the TXEN Common Stock needed to fund the Option Plans. At the Closing, such option shall be amended assigned by virtue of the Merger 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 Corporation which shall thereupon have the right to purchase from Messrs. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ the shares of its Subsidiaries or NRC Common Stock into which such 119,732 shares of TXEN Common Stock have been converted for Good Reason (as defined herein), in either case within six (6) months following the Effective Timepurpose of funding the Option Plans with NRC Common Stock.

Stock Options. Immediately prior In addition to the Effective Timebasic compensation provided for above, each outstanding NFOX hereby grants to Consultant the right, privilege and unexercised option (the "Stock Option") to purchase 75,000 shares of CAC the common stock $.001 par value, of NFOX (the "Option Shares"), which are to be fully vested and become exercisable immediately. The exercise price, "Option Price," of the Option Shares shall be twenty cents ($.20) per share. The Option Price shall not be adjusted upon the occurrence of a reverse stock split or other recapitalization that effectively reduces the number of issued and outstanding shares of Common Stock of NFOX. 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 (each5) years from the date on which they vest. The options shall be exercised by written notice directed to NFOX, accompanied by a “CAC Stock Option”) willcheck payable to NFOX in the amount of the aggregate Option Price. NFOX shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the name of Consultant. 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. NFOX 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: Except as otherwise provided in subparagraph 7.6, cease to represent an option to purchase CAC Common Stock If, 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 NFOX shall be increased or reduced by whatever action, including but not limited to change of par value, split up, 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 NFOX is reorganized or consolidated or merged with another corporation, Consultant 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 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 Consultant 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. Further, nothing contained herein shall prevent NFOX from effectuating a split or reverse split of the shares of NFOX. Consultant shall have no rights as a stockholder with respect to the Option Shares until exercise of the Stock Option and payment of the Option Price as herein provided. In the event that NFOX enters into an agreement for its merger with another entity or for the sale or transfer of the business assets or Capital Stock of NFOX, whereby causing the dissolution of NFOX as a Corporation, NFOX shall provide reasonable advance notice of the consummation of such transaction (but in no event less than thirty (30) days prior to such consummation) to Consultant, and Consultant's Option Shares, pursuant to subparagraph 7.6, shall fully vest, giving the Effective Time. Immediately prior Consultant the right to purchase the Effective Time, each outstanding and unvested CEC Stock entire amount of Option granted under to Shares at 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"Option Price".

Stock Options. Immediately prior (a) Within 10 calendar days after the execution and delivery of this Agreement, the Topna Board (or, if appropriate, any committee administering the Topna Stock Plans) will adopt such resolutions and take such other actions (and Topna will furnish evidence thereof to UDS) so as to adjust the Effective Time, each terms of all outstanding and unexercised option options to purchase shares of CAC Common acquire Topna Shares granted under the Topna Stock (each, a “CAC Stock Option”) willPlans as necessary to provide that, at the Effective Time, cease each such option outstanding immediately prior to represent the Effective Time (a "Topna Option") (i) will be fully vested and exercisable and (ii) options to acquire Topna Shares will be deemed to constitute an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a acquire that number of shares of CEC Common Stock UDS Shares calculated by multiplying (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common Stock Topna Shares subject to such CAC Stock Option and thereto by (iiB) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x1) the aggregate exercise price of such CAC Stock Topna Option divided by (y2) the Exchange RatioRatio (each, 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 levelsas so adjusted, if applicable) upon the optionee’s termination of employment without “cause” (an "Adjusted Option"). Other than as defined set forth in the Caesars Acquisition Company 2014 Performance Incentive Plan) by preceding sentence and the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein)proviso to this sentence, in either case within six (6) months following each Adjusted Option shall on and after the Effective Time. Prior Time 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 the CAC Topna Option to which it relates; provided that no Adjusted Option shall expire sooner than the earlier of (i) six months (or, in the case of Topna's Chief Executive Officer on the date hereof, nine months) following the holder's termination for any reason described in Section 8.6 of the Topna 1990 Incentive Stock Plan for each CAC Stock Plan, or (ii) the end of the original term of the Topna Option immediately prior to the Effective Time. Immediately prior to which it relates. (b) As soon as practicable after the Effective Time, each outstanding and unvested CEC Stock Option granted under UDS will deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended holders of Topna Options appropriate notices setting forth such holders' rights pursuant to provide that it shall become vested the Topna Stock Plans and exercisable the agreements evidencing the Topna Options (at target performance levelsand, 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 Adjusted Options) and confirming that the Topna Stock Plans and the Topna Options have been assumed by UDS in accordance with the terms and conditions required by this Section 4.04. (c) UDS will take necessary actions for the assumption of the Topna Stock Plans and the Topna Options as of the Effective Time, including the reservation and listing of UDS Shares as is necessary to effectuate the transactions contemplated by Section 4.04(a). (d) 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 UDS, together with the consideration therefor and the withholding tax information, if any, required in connection with the related Topna Stock Plans. The Topna Board (or, if appropriate, any committee administering the Topna Stock Plan) shall approve a "cashless" exercise procedure whereby the holder of an Adjusted Option may deliver irrevocable instruction to a broker to sell shares underlying such Adjusted Option on the applicable national stock exchange. (e) Except as otherwise contemplated by this Section 4.04, all restrictions or limitations on transfer with respect to Topna Options awarded under the Topna Stock Plans, to the extent that such restrictions or limitations shall not have already lapsed, will remain in full force and effect with respect to such Topna Options after giving effect to the Arrangement and the assumption by UDS as set forth above.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Acquiror and unexercised option deemed to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent constitute an option (an "Acquiror Option") to purchase CAC Common Stock acquire, on the same terms and will be converted automatically into an option to purchase a conditions as were applicable under the Target Option, the same number of shares of CEC Acquiror Common Stock (each, a “Converted Stock Option”) equal as the holder of such Target Option would have been entitled to receive pursuant to the product Merger had such holder exercised such option in full immediately prior to the Effective Time (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 Rationumber), at an exercise a price per share (rounded up to the nearest whole cent) equal to (xi) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such CAC Stock Target Option divided by (yii) the Exchange Ratio, and each unvested CAC number of full shares of Acquiror Common Stock Option granted deemed purchasable pursuant to such Acquiror Option in accordance with the Caesars Acquisition Company 2014 Performance Incentive Plan foregoing; provided, however, that, in the case of any Target 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 amended determined in order 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 Code. In connection with the assumption by Acquiror 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 hereinTarget Options pursuant to this Section 6.4(a), in either case within six (6) months following the Effective Time. Prior Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option to be converted, assumed and amended, as applicablePlan, in accordance with the foregoing. Following terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as practicable after the Effective Time, except for Acquiror shall deliver to the amendment of participants in the unvested CAC Stock Options granted Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Target Option will Plan 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 adjustments required by this Section 6.4 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and the parties intend that, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as incentive stock options prior the Effective Time. Immediately prior Time continue to qualify as incentive stock options after the Effective Time, each outstanding and unvested CEC this provision shall be interpreted consistent with that intent. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock Option granted for delivery upon exercise of Target Options assumed in accordance with this Section 6.4. As soon as practicable after the Effective Time and in any event no later than 45 days after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shares of Acquiror Common Stock subject to such options and shall be amended use its best efforts to provide that it shall become vested maintain the effectiveness of such registration statement or registration statements (and exercisable (at target performance levels, if applicablemaintain the current status of the prospectus or prospectuses contained therein) upon the optionee’s termination of employment without “cause” (for so long 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 options remain outstanding.