Common use of Stock Options Clause in Contracts

Stock Options. Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to (a) At the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by which it is evidenced as set forth herein. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded Ratio, rounding down to the nearest whole number share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged, except to the extent that any restriction on exercise, term, exercisability, vesting schedule and other provisions of such Company Option are automatically waived in connection with the transactions contemplated by this Agreement; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 5.4(a). Notwithstanding any of the foregoing to the contrary, in lieu of assuming outstanding Company Options, Parent may, at its election, cause such outstanding Company Options to be replaced by issuing replacement stock options in substitution therefor (each, a "Substitute Option"). Each Substitute Option shall (i) be exercisable solely for shares of Parent Common Stock), at (ii) cover a price per share number of shares of Parent Common Stock equal to the per-share option exercise price specified in number of shares of Company Common Stock covered by the Company Option divided for which it is substituted, multiplied by the Exchange Ratio (Ratio, rounded down to the nearest whole cent). Such share, (iii) have a per share exercise price equal to the per share exercise price of the Company Option for which it is substituted, divided by the Exchange Ratio, rounded up to the nearest whole cent and (iv) have substantially identical terms as the Company Option for which it is substituted including, without limitation, any restriction on the exercise of any such Company Option, the term, exercisability, vesting schedule and other provisions of such Company Option, except to the extent that any restriction on exercise, term, exercisability, vesting schedule and other provisions of such Company Option are automatically waived in connection with the transactions contemplated by this Agreement; provided, however, that each Substituted Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. (i) At the Effective Time, each outstanding option entitling the holder thereof to purchase shares of Company Common Stock pursuant to the Company Stock Plans, other than the 2004 Employee Plan (each, a “Company Stock Option” or collectively “Company Stock Options”), to the extent not already fully vested and exercisable, shall become fully vested and exercisable immediately prior to consummation of the Merger, but excluding any Company Stock Options held or beneficially owned by Parent or Merger Sub or any other Subsidiary or parent of Parent or Merger Sub, and shall be converted into and shall become the right to receive, in full and complete satisfaction and cancellation thereof, a cash payment per Company Stock Option, without interest, in an amount that shall be determined by multiplying (A) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Company Stock Option, by (B) the number of shares of Company Common Stock that are purchasable on exercise of such Company Stock Option prior to the Effective Time but subsequent to any acceleration of vesting provided for in this Section 2.1(e)(i), less any mandatory tax withholdings (the “Option Payment”). At the Effective Time, all outstanding Company Stock Options (including any Company Stock Option for which no payment shall be due hereunder) shall be canceled and be of no further force or effect except for the right to receive the cash Option Payment to the extent provided in this Section 2.1(e). Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares all actions (including, if appropriate, amending the terms of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements agreements) that are necessary to give effect to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor formtransactions contemplated by this Section 2.1(e), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to (a) At the Effective TimeTime of Merger I, by virtue of Merger I and in accordance with the Company’s 2000 Stock Plan, 2001 Officer Stock Plan, 2001 Non-U.S. Plan and 2001 California Plan (such plans collectively referred to as the “Company Stock Plans”), and without any action on the part of the parties hereto, each stock option that is then outstanding under the Company Stock Plans, whether vested or unvested (a “Company Option”), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Stock Plans, the stock option agreement by which such Company Option is evidenced (including any amendments thereto) and Parent shall take such action as may be necessary this Agreement (the “Assumed Company Option”). All rights with respect to cause each unexpired and unexercised option to purchase shares of Company Common Stock under outstanding Company Options shall thereupon be converted into a right to receive cash and Parent Common Stock. Accordingly, from and after the Effective Time of Merger I, (each, a "i) each Assumed Company Option may be exercised solely for cash and shares of Parent Common Stock with respect to the Assumed Company Option") under , (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan amount of cash subject to each Assumed Company Option shall equal the difference between (A) the "1997 Plan"), a true and complete copy product of which has heretofore been provided to Parent the Company Common Cash Conversion Ratio multiplied by the Company, and Company Option Shares minus (2B) the Company's 1999 Long-Term Incentive Plan (product of the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent Shares multiplied by the CompanyExercise Price Per Share multiplied by the Cash Ratio, to be exercisable solely for such (iii) the number of shares of Parent Common Stock as is subject to each such Assumed Company Option shall equal to the number product of shares of the Company Common Stock that could have been purchased under Conversion Ratio multiplied by the Company Option Shares, (iv) the per share exercise price applicable to each such Assumed Company Option shall equal the product (rounded up to the nearest whole cent) of (A) the quotient of the Exercise Price Per Share divided by the Company Common Stock Conversion Ratio multiplied by (B) the Stock Ratio and (v) all rights and restrictions on the exercise of each Company Option including the term, exercisability, vesting schedule and all other provisions of such Company Option immediately shall continue in full force and effect and apply to the Assumed Company Option. It is the intention of the parties that the portion of the Assumed Company Option that will become an option for Parent Common Stock qualify, to the maximum extent permissible, following the Effective Time of the Mergers as incentive stock options (as defined in Section 422 of the Code) to the extent such Assumed Options qualified as incentive stock options prior to the Effective Time multiplied by the Exchange Ratio of Merger I. The Company and Parent shall take all commercially reasonable action that may be necessary (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in under the Company Option divided by Stock Plans and otherwise) to effectuate the Exchange Ratio (rounded down to the nearest whole centprovisions of this Section 1.6(a). Such Following the Closing, Parent will send to each holder of an Assumed Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, a written notice setting forth (1) all references in the amount of cash subject to such Assumed Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and Option, (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration number of shares of Parent Common Stock subject to such Assumed Company Options, Option and (3) the exercise price per share of Parent Common Stock issuable upon exercise of such Assumed Company Option. Parent shall file with the SEC, promptly after the Closing Date, and in any event within five (5) business days after the Closing Date, a registration statement on Form S-8 (or any successor form) with respect to such shares of registering the Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including be issued upon the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None exercise of the Company Options are "incentive stock options" within the meaning 8. Table of Section 422 of the Code.Contents

Stock Options. Prior (a) Subject to Section 5.4(b), at the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole centshare (with cash, less the applicable exercise price, being payable for any fraction of a share). Such , (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise be subject to remain unchanged; PROVIDED, HOWEVER, that (A) in accordance with the same terms and conditions (including provisions regarding vesting of the Employment Agreement between Xxxx X. Xxxxxxx and the acceleration thereof) Company dated December 1, 1994, all unvested Company Options granted to Xxxx X. Xxxxxxx pursuant to said Employment Agreement shall become immediately exercisable as in effect at the Effective Time, including the date of grant. At the Effective Time, (1B) all references in accordance with the terms of that certain Employment Agreement between Xxxxxx X. Xxxxx and the Company Stock Option Plans dated April 24, 1995, and in the related stock option agreements to that certain Employment Agreement between Xxxxxxx Xxxxxxxx and the Company dated March 3, 1995, certain unvested Company Options granted to Messrs. Selvi and Xxxxxxxx pursuant to said Employment Agreements shall be deemed to refer to Parent and become immediately exercisable as of the Effective Time, (2C) Parent shall assume all in accordance with the terms of the Company's obligations with respect to 1995 Directors Stock Option Plan, unvested Company Options granted to outside directors of the Company pursuant to such plan shall become immediately exercisable as so amended. Promptly after of the Effective Time, and (D) each Company Option assumed by Parent in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the extent necessary Effective Time. Parent shall file with the SEC, no later than five business days after the date on which the Merger becomes effective, a Registration Statement on Form S-8 relating to provide for registration of the shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) issuable with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of assumed by Parent in accordance with this Section 422 of the Code5.4(a).

Stock Options. Prior to The Company shall establish an incentive stock option plan for the Effective Timeexecutives, employees and directors of the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"). The participants in the Plan shall be entitled to purchase, a true and complete copy of which has heretofore been provided pursuant to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, options to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio granted thereunder (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise which may be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 422(b) of the Internal Revenue Code, or non-incentive stock options) an aggregate number of shares of the Company's common stock, one-third cent par value (the "Common Stock"), as shall be equal to approximately 20% of the total number of shares of Common Stock which shall be issued and outstanding upon consummation of the stock purchase agreement dated of as May 3, 1999 between the Company and the Executive (the "post-agreement issued and outstanding shares"). As soon as practically possible after the Plan has been authorized by the Company's shareholders, the Company shall register the Common Stock to be issued upon exercise of the options to be granted thereunder for sale by the Company, and for resale by holders thereof, pursuant to the Securities Act of 1933, as amended. The Executive, together with the Company's new Vice President - Sales and Marketing, Xx. Xxxxxx Xxxxxxxx, and such other executives as shall be hired by the Company during the term of this Agreement upon the advice of the Executive, shall be entitled to purchase, pursuant to the options to be granted under the Plan an aggregate number of shares of Common Stock as shall be equal to 10% of the total number of post-agreement issued and outstanding shares. The exercise price for each of such options shall be $1.00 per share. The vesting of such options shall occur at the rate of 25% per annum at the end of each Review Period during the Employment Period, and the exercise of all vested options shall be conditioned upon the achievement of a set of pre-determined earnings, revenue and other performance targets to be formulated mutually by the Executive and the Board or the committee administering the Plan (the "Performance Targets"). The term of such options shall be the 51 month period commencing on the date of commencement of the Employment Period. The Plan and such options shall provide that, upon the death, disability or termination of employment of the Executive other than "for cause," all options which shall then have vested, or which would have vested if such event had occurred on the last day of the then current Review Period, shall be exercisable by the Executive, or by the person or persons to whom such options shall pass by will or by the laws of descent and distribution, as the case may be, during the six month period following the date of occurrence of such event, provided, that, all applicable conditions to the exercise of such options shall have been satisfied on or before the date of exercise thereof. Each option granted pursuant to the Plan shall also contain such other terms, limitations and conditions as the Board or the committee administering the Plan shall deem appropriate pursuant to the provisions of the Plan. In the event that the Company's shareholders fail to authorize the Plan, the options to be granted hereunder shall be issued as non-Plan options in accordance with, and subject to all of the foregoing terms and conditions.

Stock Options. Prior to (a) At the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent)share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share 39. Such exercise price under such Company Option by the Exchange Ratio and rounded up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file with the SEC, promptly after the date on which the Merger becomes effective, a registration statement on Form S-8 (or any successor form) with respect relating to such the shares of Parent Common Stock and shall use its best efforts issuable with respect to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of assumed by Parent in accordance with this Section 422 of the Code5.4(a).

Stock Options. Prior to (a) At the Effective Time, each option granted by the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, each a "“Company Option"”) under which was granted pursuant to any stock option plan, program or arrangement of the Company as set forth on Section 3.2 the Company Disclosure Letter (1collectively, the “Company Option Plans”), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire share of Company Common Stock, and Parent shall assume each such Company Option (hereafter, “Assumed Option”) subject to the terms of the applicable Company Option Plan and the agreement evidencing the grant thereunder of such Assumed Option; provided, however, that the (i) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is purchaseable upon such exercise of such Assumed Option shall be equal to the number of shares of Company Common Stock that could have been purchased were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (Ratio, and rounded to the nearest whole share, and (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio, and rounding to the nearest whole cent, and (iii) such Assumed Option shall not terminate if the holder ceases to be a director, officer or employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). In the case of any Assumed Option that is an “incentive stock option” (as defined in Section 422 of the Code), the exercise price, the number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal purchasable pursuant to such Assumed Option and the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and of exercise of such option shall be determined in order to comply, to the acceleration thereoffullest extent possible, with Section 424(a) as in effect at of the Code. Prior to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of prepare and file with the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file SEC a registration statement on Form S-8 (or any successor other appropriate form) with respect to such registering all the shares of Parent Common Stock subject to the Assumed Options, and shall use its best efforts to maintain such registration statement shall be kept effective (or any successor form), including and the current status of any related the prospectus or prospectuses, for so prospectuses required thereby shall be maintained) as long as the Company Options remain any Assumed Option remains outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. The Company shall take all actions necessary to provide that all outstanding options to acquire shares of Company Common Stock ("Options") granted under any stock option plan, program or similar arrangement of the Company, each as amended (the "Stock Option Plans"), shall become fully exercisable and vested immediately prior to the Effective Time whether or not otherwise exercisable and vested. The Company shall comply with the terms of the Stock Option Plans, as applicable, and, to the extent required thereunder, provide written notice to the holders of Options that such Options shall be treated as set forth herein. All Options which are outstanding immediately prior to the Effective Time shall be canceled and each holder thereof shall be entitled to receive, subject to reduction for any applicable withholding taxes, from Parent or the Surviving Corporation, at the same time and in the same manner as the holders of Company Shares pursuant to Section 2.02, for each Option to acquire one share of Company Common Stock, (i) an amount in cash equal to (A) the Cash Consideration payable to the holder of one share of Company Common Stock pursuant to Section 2.01(c)(i) assuming such Option had been exercised immediately prior to the Effective Time minus (B) the exercise price of such Option (the "Exercise Difference"), plus (ii) certificates representing that number of Parent Shares that the holder of one share of Company Common Stock would have the right to receive pursuant to Section 2.01(c)(ii) assuming such Option had been exercised prior to the Effective Time; provided, however, if the Exercise Difference is a negative number, at the election of the holder of any Option, such holder can elect to pay for the Exercise Difference in cash or the number of Parent Shares to be provided to the Option holder under clause (ii) shall be reduced by an amount that is equal in value to the Exercise Difference based on the higher of the average closing price for a Parent Share on the Nasdaq National Market for the five trading days ending two business days prior to the Effective Time and a value of $9.75 per share. Prior to the Effective Time, the Company and shall use its reasonable best efforts to obtain such consents, if any, from the holders as are required to cancel the Options. All applicable withholding taxes attributable to the payments made hereunder or to distributions contemplated hereby shall, at the election of the holders of any Option, first be deducted from the amount, if any, payable under clause (i) of the preceding sentence and, if such amount is insufficient to satisfy the Option holder's tax withholding liability, thereafter, at the election of Parent, the Parent shall take (x) use its reasonable best efforts (including, without limitation, by preparing and filing any registration statement and by causing such action as may be necessary registration statement to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"become effective), a true and complete copy the Company shall cooperate in seeking, as of which has heretofore been provided to the Effective Time, standby purchasers for Parent Shares for the holders of Options or (y) reduce the Stock Consideration payable in respect of such Options by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is an amount equal in value to the number amount of shares the remaining withholding based on the higher of Company Common Stock that could have been purchased under such Company Option immediately the average closing price for a Parent Share on the Nasdaq National Market for the five trading days ending two business days prior to the Effective Time multiplied and a value of $9.75 per share, in each case to enable such holder to pay applicable withholding taxes. Except as provided herein or as otherwise agreed to by the Exchange Ratio (rounded parties and to the nearest whole number of shares of Parent Common Stock)extent permitted by the Stock Option Plans, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company shall cause the Stock Option divided by the Exchange Ratio (rounded down Plans to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) terminate as in effect at of the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. (a) Prior to the Effective Time, the Company and Parent Board shall take such action as may be all necessary to cause actions so that each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent granted by the Company, whether granted pursuant to the Company Option Plan (individually, a “Company Plan Option”) or otherwise (collectively, including all Company Plan Options, the “Company Options”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the Company Option Plan and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (2i) Parent and its compensation committee shall be substituted for the Company and the compensation committee of the Board (including, if applicable, the Board) administering such Company Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Company Option), (iii) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to such Company Options shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option Options immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such share, and (iv) the per share exercise price under each such Company Option shall otherwise be subject adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding up to the same terms nearest cent. In addition, notwithstanding the provisions of clauses (iii) and conditions (including provisions regarding vesting iv) of the first sentence of this Section ‎1.8(a), each Company Option that is an “incentive stock option” or a nonqualified stock option held by a U.S. taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the acceleration thereof) Treasury Regulations thereunder, so as in effect at the Effective Timenot to constitute a modification, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all extension or renewal of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Timeoption, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative Tax treatment or penalties under Section 424 of the Code or Section 409A of the Code. Each of the Company and Parent shall adopt any and all resolutions and take all necessary steps to effectuate the foregoing provisions of this Section ‎1.8(a).

Stock Options. Prior to the Effective TimeAs of August 22, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan 2005 (the "1997 PlanGrant Date"), you shall be granted a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Longnon-Term Incentive Plan qualified stock option (the "1999 Plan," Extension Options") to purchase 532,717 shares of Common Stock, pursuant to the terms and together with conditions of the 1997 Plan, Stock Incentive Plan and a written Stock Option Agreement to be entered into by and between you and the Company (the "Company Extension Stock Option PlansAgreement"), a true which, except as otherwise provided in this Section 4, shall be substantially identical to the Retention Stock Option Agreement. For purposes of the Employment Agreement (including without limitation Sections 7 and complete copy 11 thereof), the Extension Options shall be treated identically to the Retention Options. The Extension Options shall have an exercise price equal to the fair market value per share of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal of the Grant Date and shall have a term of 10 years. The Extension Options shall become exercisable in three cumulative installments as follows: (a) the first installment shall consist of 25% of the shares of Common Stock covered by the Extension Options and shall become vested and exercisable on the fourth anniversary of the Grant Date; (b) the second installment shall consist of 25% of the shares of Common Stock covered by the Extension Options and shall become vested and exercisable on the fifth anniversary of the Grant Date; and (c) the third installment shall consist of 50% of the shares of Common Stock covered by the Extension Options and shall become exercisable on the sixth anniversary of the Grant Date; provided, that, except as otherwise provided in Section 7 of the Employment Agreement or the Extension Stock Option Agreement, no portion of the Extension Options not then exercisable shall become exercisable following your termination of employment for any reason. (For the avoidance of doubt, if your employment shall terminate by reason of your Disability or death, then Section 7(d) of the Employment Agreement shall apply to the number Extension Options.) You and the Company acknowledge and agree that the Extension Options shall not provide for the grant of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified any "Restoration Options" as defined in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeIncentive Plan.

Stock Options. Prior to Contemporaneous with the Effective Timecommencement of the Offer, the Company and Parent shall take such action as may be necessary to cause request each unexpired and unexercised option to purchase shares holder of Company Common Employee Stock Options (eachwhether or not such Company Employee Stock Options are vested as of the date of this Agreement) to execute and deliver to the Company, a prior to the expiration of the Offer, an agreement in the form specified by Parent (an "Company OptionOption Election") under (1) which such holder would agree, contingent upon the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number purchase of shares of Company Common Stock that could have been purchased under such Company Option by Sub in the Offer, to cause, with effect as of immediately prior to the Effective Time multiplied by expiration of the Exchange Ratio (rounded Offer, such Option to be exercised and the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Company Common Stock equal issued as a result of that exercise to the per-share option exercise price specified be tendered in the Company Option divided Offer. To the extent permitted by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Timelaw, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall advance to each holder of Company Employee Stock Options who executes and delivers a valid Option Election the funds necessary for the exercise of such Company Employee Stock Options and the funds so advanced shall be deemed deducted from the amount payable to refer such holder pursuant to the Offer. The Company, Parent and (2Sub shall take such further actions as may be necessary to accommodate such advancement of funds, exercise, issuance, tender and payment with respect to each such valid Option Election. Prior to the commencement of the Offer, the Company Board shall adopt such resolutions or take such other actions as are required to elect the treatment of Company Employee Stock Options described in Section 16(a)(y) Parent shall assume all of the Company's obligations 1985 Stock Option Plan and Section 12(a)(y) of the Company's Equity Incentive Plan, and pursuant to such Company Board action, shall cause the Company to deliver, contemporaneously with respect the delivery to each holder of Company Employee Stock Options of the request to execute and deliver an Option Election as so amended. Promptly after described above, a notice specifying that the Company Employee Stock Options must be exercised no later than the later to occur of the twentieth (20th) Business Day following the commencement of the Offer, or the date of the final expiration of the Offer; and further specifying that if such Company Employee Stock Options are not exercised by such date, they shall be terminated as of the Effective Time, . All amounts payable pursuant to the extent necessary to provide for registration of shares of Parent Common Stock this Section 7.04 shall be subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares required withholding of Parent Common Stock Taxes and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codebe paid without interest.

Stock Options. (i) Prior to the Merger 1 Effective Time, the Company and Parent shall take such action as may be necessary offer to cause each unexpired and unexercised option to purchase shares of Company Common Stock (eachcancel, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option effective immediately prior to the Merger 1 Effective Time multiplied Time, any of the Company Options granted under the Company Stock Plans (a “Cancellation Offer”) in exchange for the payment of an amount to be determined by the Exchange Ratio (rounded Company up to the nearest whole number of shares of Parent Common Stock), at a price $0.20 per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company OptionsOptions (each such payment, an “Option Cancellation Payment”); provided, however, that in no event shall the Option Cancellation Payments exceed $1,000,000 in the aggregate. To facilitate the foregoing, an option cancellation agreement (and other appropriate and customary information and transmittal materials) in such form as Parent and the Company shall file mutually agree (an “Option Cancellation Agreement”) shall be distributed to each holder of a registration statement on Form S-8 (or Company Option to whom a Cancellation Offer is made. The Option Cancellation Agreements shall provide that, upon execution by the holder of such Company Option and delivery of such Option Cancellation Agreement to the Company in accordance with the provisions set forth herein, such Company Option shall be cancelled in accordance with its terms, effective immediately prior to the Merger 1 Effective Time, and the holder of such Company Option, in cancellation and settlement therefor, shall be entitled to an Option Cancellation Payment reduced by any successor form) applicable withholding Taxes. The Option Cancellation Agreement will include a release of claims against the Company with respect to such shares Company Options. The Board of Parent Common Stock Directors of the Company shall adopt all appropriate resolutions and shall use its best efforts take all other actions necessary with respect to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstandingsubject to an Option Cancellation Agreement, to terminate the relevant individual option agreements and cancel the relevant Company Options as necessary to effectuate the provisions of this Section 1.6(d)(i). None of Any Cancellation Offer by the Company Options shall be on such terms and conditions as are "incentive stock options" within reasonably acceptable to Parent and shall comply in all material respects with applicable federal and state securities laws, including, if necessary, the meaning of Section 422 of the Coderules applicable to tender offers.

Stock Options. (a) Each of the Company's stock option plans (the "Option Plans"), each of which is set forth in Section 3.6 of the disclosure schedule delivered by the Company to Parent in connection with this Agreement (the "Company Disclosure Schedule"), and each option to acquire shares of Company Stock outstanding immediately prior to the Effective Time thereunder, whether vested or unvested (each, an "Option" and collectively, the "Options"), shall be assumed by Parent at the Effective Time, and each such Option shall become an option, to purchase, on the same terms and condition as were applicable under the Option Plan and the underlying option agreements, a number of shares of Parent Common Stock (a "Substitute Option") equal to the number of shares of Company Stock subject to such Option multiplied by the Exchange Ratio (rounded up to the nearest whole share). The per share exercise price for each Substitute Option shall be the current exercise price per share of Company Stock divided by the Exchange Ratio (rounded up to the nearest full cent), and each Substitute Option otherwise shall be subject to all of the other terms and conditions of the original option to which it relates, provided, however, that in the case of any option to which Section 421 of the Internal Revenue Code of 1986, as amended (the "Code") applies by reason of its qualification under Section 422 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 (a) of the Code. Parent acknowledges that the consummation of the Merger will constitute a "Terminating Event" (as defined in the Option Plans) or similar event with respect to the options listed on Section 3.6 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Merger. Prior to the Effective Time, the Company and Parent shall take such action additional actions as may be are necessary under applicable law and the applicable agreements and Option Plans to cause ensure that each unexpired outstanding Option shall, from and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to after the Effective Time multiplied by Time, represent only the Exchange Ratio (rounded right to the nearest whole number of purchase, upon exercise, shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. At the Effective Time, each holder of a then-outstanding option to purchase Company Common Stock under the Company's 1995 Key Employee Stock Option Plan, the Company's 1995 Non-Employee Director Stock Option Plan, the Non-Qualified Stock Option Agreement dated as of January 17, 1995 between the Company and Green Equity Investors, L.P. and all other agreements with the Company and its employees and Directors (collectively, the "Stock Option Plans") (true and correct copies of which have been delivered by the Company to Parent), whether or not then exercisable (the "Compensation Options"), shall, in settlement thereof, receive for each share of Company Common Stock subject to such Compensation Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Price and the per share exercise price of such Compensation Option to the extent such difference is a positive number (such amount being hereinafter referred to as, the "Option Consideration"). Upon receipt of the Option Consideration, the Compensation Option shall be canceled. The surrender of a Compensation Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Compensation Option. Prior to the Effective Time, the Company shall obtain all necessary consents or releases from holders of Compensation Options under the Stock Option Plans and Parent shall take all such other lawful action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal give effect to the number of shares of Company Common Stock transactions contemplated by this Section 3.01(e) (except for any such action that could have been purchased under such Company Option immediately prior to may require the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all approval of the Company's obligations with stockholders). Except as otherwise agreed to by the parties: (i) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect to of the capital stock of the Company Options or, any Subsidiary thereof, shall be canceled as so amended. Promptly after of the Effective Time; and (ii) the Company shall assure that following the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements, including but not limited to, the Company's Employee Stock Purchase Plan, shall have any right thereunder to acquire equity securities of the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company OptionsCompany, Parent shall file a registration statement on Form S-8 (the Surviving Corporation or any successor form) with respect Subsidiary thereof and to terminate all such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeplans.

Stock Options. Prior (a) Subject to Section 5.4(b), at the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded rounding down to the nearest whole share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent). Such , and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file with the SEC, no later than 10 business days after the date on which the Merger becomes effective, a registration statement on Form S-8 (or any successor form) with respect relating to such the shares of Parent Common Stock and shall use its best efforts issuable with respect to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of and the Company ESPP Options are "incentive stock options" within the meaning of assumed by Parent in accordance with this Section 422 of the Code5.4(a).

Stock Options. Prior If, but only if, Mr. Sowar does not exercise his right of revocation under paragraph 00(x), xxlow, then the stock options granted to the Effective TimeMr. Sowar by PlanetCAD on our about October 17, the Company 1996 (two grants covxxxxx x xotal of 130,833 shares), October 22, 1998 (two grants covering a total of 50,000 shares), and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock April 26, 2001 (one grant covering 50,000 shares) (each, a an "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plancollectively, the "Company Stock Options") shall be hereby amended such that each Option shall be deemed fully vested as of the Effective Date, and shall remain fully exercisable until October 1, 2006, notwithstanding any language to the contrary in the stock option agreements and/or equity incentive plans pursuant to which the Options were granted (collectively the "Option Agreements and Plans"). Mr. Sowar understands that this amendment and/or his exercise of cerxxxx xx xhe Options more than 90 days after the termination of his employment may affect their characterization as "Incentive Stock Options" and the application of certain preferential tax treatment afforded to holders of such Incentive Stock Options, a true and complete copy assumes all risks, costs, expenses and tax liabilities relating to or arising from the amendment and/or the deferred exercise of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal any Option. Mr. Sowar understands and agrees that he should seek independent proxxxxxxxxx advice concerning tax and legal matters relating to the number of shares of Company Common Stock Options and the amendment thereto effected by this Agreement, acknowledges that could have been purchased under such Company Option immediately prior he has had a full and fair opportunity to do so, and further acknowledges and agrees that he has not relied on any information or advice provided by PlanetCAD or any representative, agent or attorney thereof relating to any matterpertaining to this Agreement, including particularly but without limitation the legal and tax issues relating to the Effective Time multiplied by Options and the Exchange Ratio (rounded to amendment thereof. Except as specifically stated in this paragraph, the nearest whole number of shares of Parent Common Stock)Options shall remain in force and effect in accordance with, at a price per share of Parent Common Stock equal to and subject to, the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references stated in the Company Stock Option Plans Agreements and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.Plans

Stock Options. Prior to (a) On the Effective TimeEmployment Date, the Company will enter into an incentive stock option agreement with Employee providing for the grant of incentive options effective on the Employment Date, under the Company's stock option plan (which plan, to be adopted or before the Employment Date by the Company's Board of Directors, and Parent shall take subject to subsequent shareholder approval, will, upon receipt of such action as may be necessary shareholder approval, satisfy all conditions of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), to cause each unexpired and unexercised option to purchase acquire 1,200,000 shares of Company Common Stock (each, a "Company Option") under (1) common stock at an exercise price equal to the fair market value of the Company's Amended and Restated 1997 Long-Term Incentive Plan common stock on the Employment Date (the "1997 Plan"), a true and complete copy of which has heretofore been provided anticipated to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Planbe $0.375 per share, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by fair market value on the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole centdate hereof). Such Company Option options shall otherwise be subject to become exercisable, in whole or in part, in five equal cumulative annual installments commencing on April 30, 1996. Once exercisable, such options shall remain exercisable until expiration. In the same terms and conditions (including provisions regarding vesting and event of termination of employment, all options 6 exercisable on the acceleration thereof) as in effect at the Effective Time, including date of termination shall remain exercisable for a period of three months following termination. The options shall expire ten years from the date of grant. At The Company agrees to promptly register on Form S-8 under the Effective TimeAct, all shares issuable pursuant to the options granted to Employee under this Section 13(a), but not prior to achieving the Financing Goal. On each May 1 (1) all references provided Employee is then employed by the Company), the exercise date for the 240,000 shares included in the Company Stock Option Plans and in next annual installment, to become exercisable on the related stock option agreements next May 1, shall be accelerated to the Company shall be deemed extent necessary for Employee to refer to Parent and (2) Parent shall assume all of maintain, on a fully diluted basis, a 10% interest in the Company's obligations with respect to Company Options common stock. No acceleration will be effected until Employee has obtained a 10% interest in the Company's common stock, on a fully diluted basis, the determination of which, as so amended. Promptly after well as any determination regarding the Effective Timemaintenance of Employee's 10% interest in the Company's common stock, shall be made as if all of Employee's outstanding options, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Optionsexercisable, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstandinghad been exercised. None For purposes of the Company Options are "incentive preceding sentence, if Employee has not obtained a 10% interest in the Company's common stock options" within prior to the meaning expiration of Section 422 three years from the Employment Date then Employee will be deemed to have obtained such 10% interest in the Company's common stock at the expiration of three years from the CodeEmployment Date.

Stock Options. Prior to (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and the Company and Parent (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's 1999 Equity Incentive Plan (the "COMPANY OPTION PLAN") or any committee of the Board of Directors administering Parent's option plans) or any other Company stock option plans shall take such action as may be necessary required to cause effect the following provisions of this Section 2.2. As of the Effective Time, each unexpired and unexercised option to purchase shares of Company Common Stock, including all options granted pursuant to the Company Option Plan, the Company's 1983 Stock Option Plan, 1986 Non-Employee Director Option Plan and 1992 Employee Stock Option Plan (each, a "Company COMPANY STOCK Option") under which is then outstanding shall be assumed by Parent and converted into an option (1or a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is (rounded up to the nearest whole share) equal to (x) the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time option multiplied by (y) the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a an exercise price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent)xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 adjusted, if necessary, to comply with Section 424(a) of the Code. Such Company Except as provided above, each Assumed Stock Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting expiration date and the acceleration thereofvesting) as in effect at were applicable to such converted Company Stock Option immediately prior to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of use its reasonable best efforts to promptly prepare and file with the Company's obligations Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common the Assumed Stock Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (or any successor form), including and maintain the current status of any related the prospectus or prospectuses, prospectuses contained therein) for so long as the Company such Assumed Stock Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior (a) At or immediately prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised employee stock option or director stock option to purchase shares of Shares outstanding under any Company Common Stock stock option plans, whether or not vested or exercisable (each, a "Company Option") shall, by virtue of the Merger and without any further action on the part of any holder thereof, be assumed by Parent and deemed to constitute an option (each, a "Parent Option") to acquire, on the same terms and conditions as were applicable under such Company Option (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"subject to Section 3.04(b)), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such same number of shares of Parent Common Stock as is equal to the number holder of shares of Company Common Stock that could have been purchased under such Company Option would have been entitled to receive pursuant to Section 3.02(c) of this Agreement had such holder exercised such Company Option in full immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stocknumber), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such ) equal to (x) the aggregate exercise price for the share of Company Common Stock otherwise purchasable pursuant to such Company Option shall otherwise be subject to divided by (y) the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date number of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of whole shares of Parent Common Stock subject purchasable pursuant to the Parent Option in accordance with the foregoing. The other terms of each such Company OptionsOption, and the plans under which they were issued, shall continue to apply in accordance with their terms. Notwithstanding the foregoing, Parent shall file not assume any particular Company Option if the terms of that Company Option contain a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None cash-out right in favor of the Company Options are "incentive stock options" within optionee that is triggered by the meaning of Section 422 transactions contemplated by this Agreement and the optionee refuses to waive such cash-out right in a manner reasonably satisfactory to Parent. Instead, each such optionee shall be paid a cash amount in accordance with the terms of the Codegoverning plan document in exchange for the cancellation of said Company Option.

Stock Options. Prior to (a) At the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced as same may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) amended or modified by the Company's Amended employment agreements and Restated 1997 Long-Term Incentive Plan severance agreements, plans and arrangements. From and after the Effective Time, (the "1997 Plan")i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, a true and complete copy of which has heretofore been provided to Parent by the Company, and (2ii) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded rounding down to the nearest whole centshare (with cash, less the applicable exercise price, being payable for any fraction of a share). Such , (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option as may have been amended or modified by the Company's employment agreements and severance agreements, plans and arrangements shall otherwise remain unchanged; PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.5(a) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.further adjustment as

Stock Options. Prior All options and warrants to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of acquire Company Common Stock (eachindividually, a "Company Option" and collectively, the "Company Options") outstanding at the Effective Time under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 1992 Stock Option Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive 1995 Stock Option Plan or otherwise (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans")) shall remain outstanding following the Effective Time. At the Effective Time, such Company Options, by virtue of the Merger and without any further action on the part of the Company or the holder of such Company Options, shall be assumed by Watsxx xx such manner that Watsxx (x) is a true and complete copy corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which has heretofore been provided Section 424(a) applied" within the meaning of Section 424 of the Code; or (b) to Parent the extent that Section 424 of the Code does not apply to any such Company Options, would be such a corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to such option. Each Company Option assumed by the Company, to Watsxx xxxll be exercisable solely upon 4 the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (x) the unexercised portion of each such Company Option shall be exercisable for such that whole number of shares of Parent Common Watsxx Xxxmon Stock as is (rounded to the nearest whole share, with 0.5 rounded upward) equal to the number of shares of Company Common Stock that could have been purchased under subject to the unexercised portion of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio Ratio; and (rounded to y) the nearest whole number of shares of Parent Common Stock), at a option exercise price per share of Parent Common Watsxx Xxxmon Stock shall be an amount equal to the per-share option exercise price specified in the per share of Company Common Stock subject to such Company Option in effect at the Effective Time divided by the Exchange Ratio (the option price per share, as so determined, being rounded down to the nearest whole full cent, with $0.005 rounded upward). Such No payment shall be made for fractional interests. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all of the other terms of the Company Option Options shall otherwise be subject to remain unchanged unless modified by or as a result of the same terms and conditions (including provisions regarding vesting and the acceleration thereof) transaction contemplated by this Agreement. As soon as in effect at practicable after the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements Watsxx xxxll deliver to the holders of Company shall be deemed Options appropriate notices setting forth such holders' rights pursuant to refer to Parent and (2) Parent shall assume all such Company Options, as amended by this Section 1.5 as well as notice of Watsxx'x xxxumption of the Company's obligations with respect thereto (which occurs by virtue of this Agreement). Watsxx xxxll take all corporate actions necessary to reserve for issuance such number of shares of Watsxx Xxxmon Stock as will be necessary to satisfy exercises in full of all Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to At the Effective Acceptance Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised outstanding option to purchase shares of Company Common Stock Shares (each, a "“Company Option"”) under any employee stock option or compensation plan or arrangement of the Company or otherwise (1) other than the Company's ESPPs), but including, without limitation, the 1997 Incentive and Non-Qualified Stock Option Plan, the 1999 Incentive and Non-Qualified Stock Option Plan, the Amended and Restated 1997 Long-Term Stock Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Non-Qualified Stock Option Plan for Former Employees of Gilead Sciences, Inc. and the Stock Incentive Plan for Pre-Merger Employees of Eyetech Pharmaceuticals, Inc. (collectively, the “Equity Compensation Plans"”), shall by virtue of the occurrence of the Acceptance Time and without any action on the part of any holder of any Company Option be cancelled and the holder thereof will receive a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is cash payment with respect thereto equal to the number product obtained by multiplying (a) the excess, if any, of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by Offer Price over the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a exercise price per share of Parent Common Stock equal to such Company Option, by (b) the per-share option number of Shares issuable upon exercise price specified in the of such Company Option divided (the “Option Cash Payment”). Parent and the Surviving Corporation or the Company, as applicable, shall use their respective commercially reasonable best efforts to cause the cash payments required pursuant to this Section 6.10(a) to be paid as soon as practicable after the Acceptance Time in accordance with the currently existing payroll practices of the Company. All amounts payable pursuant to this Section 6.10(a) shall be subject to and reduced by the Exchange Ratio (rounded down amount of any withholding and/or deduction that is required under applicable Tax Law in accordance with Section 3.2(i) of this Agreement. As of the Acceptance Time, all Company Options shall no longer be outstanding and shall automatically cease to the nearest whole cent). Such exist, and each holder of a Company Option shall otherwise be subject cease to have any rights with respect thereto, except the same terms and conditions (including right to receive the Option Cash Payment. In order to effect the provisions regarding vesting and the acceleration thereof) as in effect at the Effective Timeof this Section 6.10(a), including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed permitted to refer to Parent and (2) Parent shall assume fully accelerate the vesting of all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, at such time prior to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent Acceptance Time as shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as be determined by the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codein its sole discretion.

Stock Options. Prior to (a) At the Effective Time, the Company and Parent shall take such action as may be necessary all rights with respect to cause each unexpired and unexercised option to purchase shares of Company Common Stock that were issuable upon the exercise of options granted under the stock option plans and other options set forth on SECTION 3.02(b) of the Disclosure Schedule (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plancollectively, the "COMPANY OPTIONS") and warrants set forth on SECTION 3.02(b) of the Disclosure Schedule (collectively, the "COMPANY WARRANTS") then outstanding, shall be converted into and become rights with respect to Veeco Shares, and Veeco shall assume each such Company Stock Option Plans")and Company Warrant in accordance with the terms (as in effect as of the date of this Merger Agreement) of the stock option plan, a true warrant instrument or other arrangement under which it was issued and complete copy the terms of the stock option agreement or other document by which has heretofore been provided to Parent it is evidenced. From and after the Effective Time, (i) each Company Option and Company Warrant assumed by Veeco may be exercised by the Company, to be exercisable holder thereof solely for such Veeco Shares, (ii) the number of shares of Parent Common Stock as is Veeco Shares subject to each such Company Option or Company Warrant shall be equal to the product of (a) the number of shares of Company Common Stock that could have been purchased under subject to such Company Option or Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded b) 0.184, rounding to the nearest whole number of shares of Parent Common Stock)share, at a price (iii) the per share of Parent Common Stock equal to the per-share option exercise price specified in the under each such Company Option divided or Company Warrant shall be adjusted by dividing (x) the Exchange Ratio per share exercise price under such Company Option or Company Warrant by (rounded down y) 0.184 and rounding to the nearest whole cent). Such cent and (iv) any restriction on the exercise or transfer of any such Company Option or Company Warrant shall continue in full force and effect in accordance with its terms and the term, exercisability, vesting schedule and other provisions of or relating to such Company Option or Company Warrant shall otherwise remain unchanged; PROVIDED, HOWEVER, that each Company Option and Company Warrant assumed by Veeco in accordance with this Section 5.15(a) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. Veeco shall file with the SEC, including no later than the date of grant. At on which the Effective TimeMerger becomes effective, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) relating to the Veeco Shares issuable with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of assumed by Veeco in accordance with this Section 422 of the Code5.15(a).

Stock Options. Prior Concurrently herewith the Company has granted to Employee options to acquire 500 shares of the Effective TimeCompany's common stock which vest at a rate of 20% per year over the five year period commencing on Employee's first date of employment by the Company. In addition, the Company and Parent shall take such action as may be necessary agrees to cause each unexpired and unexercised option grant options to purchase up to an additional 500 shares of Company Common Stock (each, its common stock which will vest at a "Company Option") under (1) rate of 20% per year over the Company's Amended and Restated 1997 Long-Term Incentive Plan five year period commencing on the date of issuance (the "1997 PlanAdditional Options")) in such amounts (up to 100 shares per year) as shall be determined by the Company in its sole discretion based on Employee's annual review job performance review with the Chief Executive Officer of the Company. In the event the Company is acquired, a true goes public, or both of Xxxxxxxx Xxxxxxxx and complete copy Xxxxx Xxxxxxxxxx cease being executive officers of which has heretofore been provided to Parent by the Company, then (i) all Additional Options granted to Employee as of such date shall be become fully vested and (2ii) the Company's 1999 Long-Term Incentive Plan (Company shall grant to Employee fully vested additional options to purchase common stock of the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is in an amount equal to 500 minus the sum of (A) the number of shares covered by the Additional Options issued as of such date, plus (B) for each year prior to such date an amount equal to 100 minus the number of Additional Options granted to Employee with respect to such year. (For example, if the Company Common Stock that could completes an Initial Public Offering in three years, and prior to such event the Company granted 100 Additional Options to Employee during the first year of this Agreement, and 80 Additional Options during the second year, then all 180 Additional Options would immediately vest, and the Company would issue Employee 300 fully vested Additional Options at such time. In this scenario, the Employee would have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio granted a total of 980 options (rounded to the nearest whole number of shares of Parent Common Stock), 500 signing + 180 granted during term + 300 granted at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereofIPO.) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related All stock option agreements to the Company options granted pursuant hereto shall be deemed to refer to Parent and (2) Parent shall assume all granted under the terms of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeoption plan.

Stock Options. Prior The Company shall take all requisite action so that at the Effective Time, each outstanding option issued by the Company pursuant to any of the Company Stock Incentive Plans (a “Company Stock Option”) whether or not exercisable at the Effective Time, will be assumed by Parent by virtue of the Merger and without any action on the part of the holder thereof. Subject to, and in accordance with, the terms of the applicable Company Stock Incentive Plan including any applicable award agreement evidencing such Company Stock Option, from and after the Effective Time, each Company Stock Option so assumed by Parent under this Agreement will otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were applicable to the corresponding Company Stock Option immediately prior to the Effective Time as set forth in the applicable Company Stock Incentive Plan (including any applicable award agreement, evidencing such Company Stock Option) immediately prior to the Effective Time, except that, from and after the Effective Time, (A) each Company and Stock Option, when exercisable, will be exercisable for that number of whole Parent shall take such action as may be necessary Common Shares equal to cause each unexpired and unexercised option to purchase shares the product of the number of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided Shares that were subject to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "such Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Equity Exchange Ratio (Factor, rounded down to the nearest whole number of shares of Parent Common Stock), at a price Shares and (B) the per share of exercise price for the Parent Common Shares issuable upon exercise of such assumed Company Stock Option will be equal to the per-share option quotient determined by dividing the exercise price specified in the of each Company Common Share subject to such assumed Company Stock Option divided by the Equity Exchange Ratio (Factor, rounded down up to the nearest whole cent). Such Company Option shall otherwise be subject to Notwithstanding the same terms and conditions (including provisions regarding vesting and foregoing, the acceleration thereof) as in effect at the Effective Time, including the date conversion of grant. At the Effective Time, (1) all references in the Company Stock Option Plans Options into options to purchase Parent Common Shares is intended to conform with and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all made in accordance with the requirements of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor formTreasury Regulation Section 1.409A-1(b)(5)(v)(D), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior (a) Except as provided in (c) below with respect to the Effective TimeCompany's 1997 Employee Stock Purchase Plan, as amended (the "Company and Parent shall take such action as may be necessary to cause ESPP"), each unexpired and unexercised option to purchase shares of Company Common Stock that is outstanding at the Effective Time, whether or not exercisable and whether or not vested (each, a "Company Option") under shall, without any action on the part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (1i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the Company's Amended meaning of Section 424 of the Code and Restated 1997 Long-Term Incentive Plan the regulations thereunder or (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2ii) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number extent that Section 424 of shares of Company Common Stock that could have been purchased under the Code does not apply to any such Company Option immediately prior Option, would be such a corporation were Section 424 of the Code applicable to such Company Option. From and after the Effective Time, all references to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified Company in the Company Option divided Options shall be deemed to refer to Parent. The Company Options assumed by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option Parent shall otherwise be subject to exercisable upon the same terms and conditions as under the Company Options (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, except that (1i) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to such Company Options as so amendedshall entitle the holder to 5. Promptly after purchase from Parent the Effective Time, to the extent necessary to provide for registration number of shares of Parent Common Stock (rounded down to the nearest whole number of such shares) that equals the product of the Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company OptionsOption immediately prior to the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor formii) with respect to such shares the option exercise price per share of Parent Common Stock shall be an amount (rounded up to the nearest full cent) equal to the option exercise price per share of Company Common Stock in effect immediately prior to the Effective Time divided by the Conversion Ratio, and (iii) the Company Options shall vest to the extent required pursuant to the current terms of such Company Options or other agreements as described in Section 1.7 of the Company Disclosure Schedule (as defined below); provided that if such vesting of Company Options or other provisions with respect to the Company Options would jeopardize the Merger being accounted for as a "pooling of interests", then the Company shall, subject to Parent's written consent not to be unreasonably withheld, use its reasonable best efforts to maintain prevent such registration statement vesting or effect of other provisions. Except to the extent required pursuant to the current terms of such Company Options or other agreements as described in Section 1.7 of the Company Disclosure Schedule (or any successor formas defined below), including the current status Company shall not take any action to accelerate the vesting of any related prospectus or prospectusesCompany Options. Prior to the Effective Time, the Board of Directors of Parent shall, for so long as purposes of Rule 16b-3(d)(1) promulgated under Section 16 of the Company Options remain outstanding. None Securities Exchange Act of 1934, and the rules and regulations thereunder (the "1934 Act"), specifically approve (i) the assumption by Parent of the Company Options are "incentive stock options" within and (ii) the meaning issuance of Section 422 Parent Common Stock in the Merger to directors, officers and stockholders of the CodeCompany subject to Section 16 of the 1934 Act.

Stock Options. Prior to Mr. Xxxxxxxxx xxxll be granted the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase 400,000 shares of Company the Company's Common Stock (eachthe "Stock Options"), a "Company Option") under (1) at an exercise price per share equal to the fair market value of the Company's Amended and Restated 1997 Long-Term Incentive Plan (Common Stock on the "1997 Plan"), a true and complete copy date of which has heretofore been provided to Parent grant as determined by the Company, Board in its sole discretion. Such grant and determination shall be made no later than five (25) days after the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together date on which Mr. Xxxxxxxxx'x xxxloyment with the 1997 PlanCompany commences. To the extent possible, such option will be an incentive stock option. The Stock Options shall vest monthly at the rate of 1/48 per month; however, there shall be a twelve (12) month cliff, upon which the first 1/4 of the Stock Options shall vest. Upon the termination of Mr. Xxxxxxxxx'x xxxloyment in accordance with the provisions of Section 10, below, the "Company Stock Option Plans")Options shall vest as described in such provisions. Except as provided in Section 10, a true and complete copy of which has heretofore been provided to Parent by below, the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option Options shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations Stock Option Plan and the Company's standard incentive and non-statutory stock option agreements (the "Standard Agreements"), provided pursuant to the Company's Stock Option Plan. Mr. Xxxxxxxxx xxxl be permitted to exercise the Stock Options in full prior to vesting in the underlying shares, subject to the Company's right to repurchase any unvested shares at Mr. Xxxxxxxxx'x xxxginal cost upon his termination of employment, as provided in the Standard Agreements. In addition, the Company shall permit Mr. Xxxxxxxxx xx pay the option exercise price with respect a full recourse loan (secured by the shares acquired with the loan) at the lowest interest rate available to Company Options as so amendedavoid the imposition of imputed income under the tax laws to assist Mr. Xxxxxxxxx xx exercise the Stock Options. Promptly after Such loan shall be repayable upon the earliest of: (i) the fifth year anniversary of the Effective Time, Date; (ii) the termination of Mr. Xxxxxxxxx'x xxxloyment for any reason; or (iii) the date twelve (12) months after Mr. Xxxxxxxxx xx first eligible to the extent necessary to provide for registration of sell shares of Parent Common Stock subject to such Company Optionsthe Company's stock that he holds following an initial public offering of the Company's shares; provided, Parent shall file a registration statement on Form S-8 however, that in the event of Mr. Xxxxxxxxx'x xxxmination without Cause or resignation for Good Reason or termination by reason of death or Disability (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor formas defined below), including such loan shall be repayable upon the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None earlier of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeevents stated in clauses (i) or (iii) immediately preceding.

Stock Options. Prior (a) The Company shall use its reasonable best efforts to obtain, not later than 45 days after the Effective Timedate hereof, the Company and Parent shall take such action as may be necessary from each holder of outstanding options (whether or not then exercisable or vested) to cause each unexpired and unexercised option to purchase shares of acquire Company Common Stock granted under the Company Stock Plans (each, a "Company Stock Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plancollectively, the "Company Stock Option PlansOptions"), a true an executed agreement substantially in the form of Section 2.6 of the Company Disclosure Schedule, in each case providing that automatically at the Effective Time (i) each Company Stock Option held by such holder shall become fully vested and complete copy immediately exercisable, (ii) each then outstanding Company Stock Option shall be cancelled and void, (iii) in consideration of which has heretofore been provided such vesting and cancellation, each Company Stock Option shall thereupon represent for all purposes under the relevant Company Stock Plan and all grant and award instruments and agreements governing and evidencing such holder's Company Stock Option(s) only the right to Parent by receive (subject to Section 2.3(g) and the Company, to be exercisable solely for last paragraph of Section 2.1(c)) such number of shares amount of Parent Common Stock as is and cash ratably in the same proportion in which the Parent Stock Consideration and Cash Consideration shall be delivered and paid in accordance with Section 2.1(c)) equal to to, for each Company Stock Option, the product of (x) the number of shares of Company Common Stock that could have been purchased under subject to the then outstanding Company Stock Options held by such holder and (y) the excess (to the extent a positive number) of $9.3691 over the then applicable per share exercise price of each such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share such amount of Parent Common Stock equal to the per-share option exercise price specified and cash being so paid in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms full settlement of and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date consideration for cancellation of grant. At the Effective Time, (1) all references in the each such Company Stock Option Plans and being hereinafter referred to as the "Option Consideration"), payable as provided in the related stock option agreements to the Company shall be deemed to refer to Parent Section 2.6(b), and (2iv) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly from and after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common except as provided in this Section 2.6, such holder shall not have any rights or benefits under any Company Stock subject to such Plan or Company Options, Parent shall file a registration statement on Form S-8 Stock Option (or any successor formgrant or award letter or agreement issued in respect thereof) to acquire any securities of the Company, Parent, the Surviving Corporation or any subsidiary of Parent and shall, by virtue of having effected such surrender, cancellation and receipt of Option Consideration, have unconditionally and irrevocably discharged and released Parent, the Company, the Surviving Corporation and each of their respective subsidiaries, officers, directors and affiliates from and against, and thereupon shall have permanently waived, all rights and claims (fixed, contingent or otherwise) such holder may now or hereafter have thereunder with respect to such shares of Parent Common all Company Stock Plans and shall use its best efforts to maintain such registration statement Company Stock Options (or any successor formand all grant and award instruments and agreements governing and evidencing the same), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior Subject to the Effective Timeapproval by the shareholders of the Company, Executive shall be granted options to purchase 500,000 shares of Common Stock, if the Company's pre-tax operating income for the fiscal year ending September 30, 1997 or the fiscal year ending September 30, 1998 is at least $1 million." The parties hereby agree that the Stock Option Agreement will be in the form of Exhibit A attached hereto. Except as expressly provided herein, this Amendment neither amends nor alters any other provision of the Employment Agreement (including the balance of Section 3(d)) and all other provisions contained therein remain in full force and effect and constitute binding and enforceable obligations of the Company and Parent the Executive. This Amendment shall take such action be governed by and construed and interpreted under the laws of the State of New York without reference to the principles of conflicts of law. The undersigned have executed this Amendment on the date first written above. FORWARD INDUSTRIES, INC. By: /s/ XXXXXXXX X. XXXXXXXXX ------------------------------ Name: Xxxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer /s/ XXXXXXX XXXXX --------------------------------- Xxxxxxx Xxxxx EXHIBIT A FORWARD INDUSTRIES, INC. STOCK OPTION LETTER AGREEMENT TO: XXXXXXX XXXXX Pursuant to the terms of that certain Employment Agreement dated as may be necessary to cause each unexpired of October 14, 1996 (the "Employment Agreement")between yourself and unexercised option to purchase shares of Company Common Stock Forward Industries, Inc. (each, a the "Company OptionCompany") under (1) and the Company's Amended and Restated 1997 Long-Term 1996 Stock Incentive Plan (the "1997 Plan"), a true and complete copy you are hereby granted an option for the purchase of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of ________ shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amendedcommon stock, $.01 par value, at an exercise price of ________ per share (the "exercise price"). Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None A copy of the Company Options Plan is attached and the provisions thereof, including, without limitation, those relating to withholding taxes, are "incentive stock options" within the meaning of Section 422 incorporated into this Agreement by reference. The terms of the Code.option are as set forth in the Plan and in this Agreement. The most important of the terms set forth in the Plan are summarized as follows:

Stock Options. Prior to The Employee shall be granted the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase 370,000 (Three Hundred and Seventy Thousand) shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan Common stock (the "1997 PlanStock Options"), a true and complete copy at an exercise price per share equal to the fair market value of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan Common Stock on the date of grant as determined by the Board in its sole discretion. Such grant and determination shall be made no later than thirty (30) days after the "1999 Plan," and together Effective Date. To the extent possible, such Option will be an incentive stock option. The Stock Options shall vest monthly at the rate of 1/48 per month; however there shall be a twelve (12) month cliff vesting period, upon which the first 1/4th of the Stock Options shall vest. Upon the termination of the Employee's employment in accordance with the 1997 Planprovision of Paragraph 6 below, the "Company Stock Option Plans")Options shall vest as described in such provisions. Except as provided herein and in Paragraph 6 below, a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option Options shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations Stock Option Plan and the Company's standard incentive and non-statutory Stock Option Purchase Agreements (the "Standard Agreements" described in Attachment D), provided pursuant tot he Company's Stock Option Plan. The Employee will be permitted to exercise the option in full prior to vesting in the underlying shares, subject to the Company's right to repurchase any unvested shares (subject to Paragraph 6 below) at the Employee's original cost upon his termination of employment, as provided in the Standard Agreements. In addition, the Company shall permit the Employee to pay the option exercise price with respect a full recourse loan (secured by the shares acquired with the loan) at the lowest interest rate available to Company Options as so amendedavoid the imposition of imputed income under the tax laws to assist the Employee to exercise the Stock Options. Promptly Such loan shall be repayable upon the earlier of: (i) the fifth year anniversary of the Effective Date; (ii) the date six (6) months after termination of the Employee's employment for any reason; or (iii) the date twelve (12) months after the Effective Time, Employee is first eligible to the extent necessary to provide for registration of sell shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None Company's stock that he holds following an initial public offering of the Company Options are "incentive stock options" within Company's shares; provided however that in the meaning event of Section 422 termination of the CodeEmployee Without Cause or the employee's Resignation for Good Reason, such loan shall be repayable upon the earlier of the events stated in clauses (i) or (iii) immediately preceding. Going forward, the Employee will be eligible to receive additional Stock Options at amounts and exercise prices then prevailing, but consistent with the proportional amounts of the original grant vis-a-vis other senior manager's original grant allotments.

Stock Options. Prior Other than (i) nonvested options held by Nichxxxx Xxxxxxx, Xxanxxx Xxxxx, Xx Fxxxxxxx, Xx Fxxxxxx, Xxn Xxxx, Xxe Xxxxx, Xxncx Xxxxxx xxx Rich Xxxx, xxe acceleration of exercisability of which is contingent upon delivery by each such person of an Amendment to Executive Employment Agreement, and (ii) certain options held by A. Laurxxxx Xxxxx xx the extent that such acceleration would result in an "excess parachute payment" within the meaning of Section 280G of the Code, prior to the Effective TimeClosing, the Company and Parent shall take such action as may be necessary to cause each unexpired outstanding Performance Option (as hereinafter defined), Harbxxxx Xxxion (as hereinafter defined) and unexercised each outstanding option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive 1990 Plan (as hereinafter defined) and the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive 1994 Plan (the "1999 Plan," as hereinafter defined, and together with the 1997 1990 Plan, the "Company Stock Option Plans"), ) to become exercisable for a true period beginning on such date after the date hereof as the Company shall reasonably determine and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option ending immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in each then outstanding Performance Option, Harbxxxx Xxxion or option under the Company Stock Option Plans and in (collectively, the related stock option agreements "Options") which was not exercised prior to the Company Effective Time shall be deemed terminate and the holder thereof will have the right to refer to Parent and (2) Parent shall assume all of receive for the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock, Series 2 Preferred or Nonvoting Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 Option an amount (or subject to any successor formapplicable withholding tax) with respect in cash equal to the difference between the aggregate Merger Consideration applicable to such shares and the aggregate per share exercise price of Parent Common Stock and such option to the extent such difference is a positive number (such amount being hereinafter referred to as, the "Option Consideration"). The surrender of an Option to the Company in exchange for the Option Consideration shall use its best efforts to maintain such registration statement (or any successor form), including the current status be deemed a release of any related prospectus and all rights the holder had or prospectuses, for so long as the Company Options remain outstanding. None may have had in respect of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codesuch option.

Stock Options. Prior The Employee has been granted and may in the future be granted options (the “Company Options”) to purchase Company shares. The Employee shall be permitted to transfer Company Options only with the approval of IAC, so long as IAC beneficially owns at least 15% of the voting power of the Company shares. Notwithstanding the foregoing, any Company Options which were granted to the Effective TimeEmployee prior to July 1, 2004 and approved for transfer by the Company’s Board of Directors prior to the date hereof may be so transferred by the Employee without IAC’s approval. Other than terms mentioned herein, the Company Options shall be subject to the terms and Parent shall take such action as may be necessary to cause each unexpired conditions of the applicable Company share option plan and unexercised any related stock option to purchase shares agreement in effect at the time of Company Common Stock (each, a "grant of the Company Option") under ; provided that (1) with respect to any Company Options granted on or after July 1, 2004, in the Company's Amended event of a Change in Control, and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent Termination by the CompanyEmployee with Good Reason or a Termination by the Company without Cause following such Change in Control, the Executive shall be entitled to immediate vesting for an additional 12 months for the remaining Company Options that are unvested as of the date of the Termination by the Employee with Good Reason or Termination by the Company without Cause following the Change in Control and (2) the Company's 1999 Long-Term Incentive Plan (Employee’s grant of 240,000 Company Options on December 1, 2003 shall vest 1/3rd on the "1999 Plan," first anniversary of the date of grant and together with the 1997 Plan1/12th on each three month anniversary thereafter, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms Employee’s continued employment with the Company through each applicable vesting date, except as otherwise provided in the immediately following sentence. In addition, for Company Options granted prior to July 1, 2004, in the event of a Change in Control, a Termination by the Employee with Good Reason or a Termination by the Company without Cause, the Employee shall be entitled to immediate vesting for an additional 12 months for the remaining Company Options that are unvested as of the date of the Termination by the Employee with Good Reason, Termination by the Company without Cause or the Change in Control. With respect to the Company Options granted prior to July 1, 2004, the definition of Change in Control shall not include, for purposes of construing the effect of a change in control on those options under the share option plan and conditions (including provisions regarding vesting and the acceleration thereof) as any related stock option agreement in effect at the Effective Time, including the date time of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all as well as for purposes of the Company's obligations with respect foregoing sentence, references to Company Options as so amended. Promptly after the Effective TimeIAC, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company OptionsXxxxx Xxxxxx, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock Liberty Media Corporation and their respective Affiliates and shall use its best efforts to maintain such registration statement (or any successor form), including not include the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None final paragraph of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codedefinition.

Stock Options. Prior to the Effective Time, the (i) The Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option hereby grants Executive stock options to purchase approximately 2,675,000 shares of Company Common Stock (eachrepresenting 3% of the fully diluted in-force option, a "Company Option") under (1) the Company's Amended warrant and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of equity shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after ), for a purchase price of $1.20 per share, which options shall expire on the tenth anniversary of the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock Date hereof (subject to earlier termination of such Company Options, Parent options as provided in this Section 4.c. This grant of options is subject to ----------- any requisite shareholder approval which shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as be obtained by the Company Options remain outstandingon or prior to September 1, 1999. None The stock options to be received by Executive shall vest and become exercisable in four increments as follows: 25% of such option shares on the Effective Date, 25% of such option shares each on the first, second and third anniversary of the Effective Date hereof (each annual period ending on an anniversary of the Effective Date hereof being referred to herein as an "Option Year") of this Agreement. Except as specifically provided in this Section 4.c, once options become exercisable, such options shall remain ----------- exercisable through the expiration date and may be exercised whether or not the Executive's employment with the Company Options are "has terminated. Such options shall be incentive stock options" options within the meaning of Section 422 of the CodeInternal Revenue Code of 1986 to the extent of the maximum number of such options which may so qualify. In the event of a public offering of the Company' securities, Executive agrees that he will execute the same form of agreement not to sell securities ("Lock-Up Agreement") executed by the other executives of the Company as required by the Company's underwriters. In the event of a stock split, reverse split, stock dividend, recapitalization or other reclassification in the Company's common stock, the exercise price of any options granted pursuant to this Agreement shall be adjusted appropriately to an amount that bears the same relationship to the exercise price in effect immediately prior to such action as the total number of shares of common stock (or shares of any security into which such common shares have been reclassified, subdivided, split or otherwise changed) outstanding immediately after such action; in such event, the number of shares for which an option is exercisable shall be adjusted to a number obtained by dividing the exercise price in effect prior to adjustment thereof by the new exercise price after such adjustment. Such adjustments shall be made successively when any event described above occurs. As used in this agreement, "Company" includes any parent entity which at any time owns HOB Entertainment, Inc. or operates the business theretofore operated by HOB Entertainment, Inc. and its Affiliates. On the tenth (10th) day following the termination of the Executive's employment pursuant to Section 5.c (By the Company for Cause), all options ----------- granted hereunder (including options which are then exercisable) shall terminate. In the event of the termination of the Executive's employment by the Executive, all options not exercisable upon such termination shall lapse and terminate. In the event that the Executive's employment terminates pursuant to Section 5.a (Death), Section 5.b (Disability) or Section 5.d (By the Company ----------- ----------- ----------- Other than for Cause), then in such event, the Options granted under Section 4.c ----------- which would become exercisable at the end of the Option Year in which such termination occurs shall immediately vest and become exercisable and all other options shall lapse and terminate. Upon a Change of Control as herein defined, all options granted under this Agreement, including, without limitation, options which are not then exercisable at the time of such Change of Control shall immediately become exercisable. For the purposes hereof Change of Control is defined as follows: (i) any sale, merger, consolidation, issuance of shares (excluding a public offering of shares), or other transaction (each a "Transaction") as a result of which at least 51 % the voting power of the Company (or any parent entity of the Company) is not held, directly or indirectly, by persons or entities who held at least 51% of the voting power before such Transaction; (ii) a sale or other disposition of all or a substantial part of the Company's assets, whether in one transaction or a series of related transactions; (iii) any person or entity or group of persons or entities (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) acquires the power, through ownership of securities or otherwise, to elect a majority of the Company's or any parent entity's board of directors (or similar governing body) (such power being called "voting power"); other than groups formed by existing Stockholders of the Company on the date hereof, or (iv) individuals who on the date hereof constitute the Company's board of directors and any new director (other than a director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (i) or (ii) above) whose nomination and/or election to the board was approved by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Company's or such parent's board of directors. Notwithstanding the foregoing, any changes in ownership, voting or otherwise resulting from the proposed UCI transaction shall not constitute a Change of Control.

Stock Options. Prior (a) Subject to Section 5.3(b), at the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the closing date) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded rounding down to the nearest whole cent). Such share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.3(a) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time, including . Parent shall file with the SEC within as soon as practicable after the date of grant. At on which the Effective TimeMerger becomes effective, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and any event within thirty (230) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly calendar days after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect relating to such the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 5.3(a), which may be legally registered on a Form S-8 and shall use its best reasonable efforts to maintain the effectiveness of such registration statement (or any successor form), including and maintain the current status of any related the prospectus or prospectuses, prospectuses contained therein) for so long as the Company Options options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to the Effective TimeXxxxxx acknowledges that on May 11, 2009 the Company granted Xxxxxx options to purchase 3,750,000 shares of the Company’s common stock with an exercise price of $0.13 per share which stock options vested fully on the grant date, and Parent cancelled, with the consent of Xxxxxx, options held by Xxxxxx to purchase 4,400,000 shares of the Company’s common stock, exercisable at $0.85 per share. In addition, Xxxxxx acknowledges that on May 11, 2009 the Company granted Xxxxxx options to purchase 20,000,000 shares of the Company’s common stock with an exercise price of $0.13 per share, which stock options shall take such action as may vest annually over a period of four years from the date of grant (the “May 2009 Vesting Options”). Xxxxxx shall also be necessary eligible to cause each unexpired receive shares of the Company’s authorized stock and unexercised option additional options to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided ’s authorized stock from time to Parent time as determined by the CompanyBoard of Directors. Notwithstanding the vesting provisions applicable to any of said options, all of the options shall immediately vest on an accelerated basis, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be remain exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereofoptions which are then already fully vested) as in effect at the Effective Time, including for a period of ten (10) years from the date of grant. At grant on the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements first to the Company shall be deemed to refer to Parent and (2) Parent shall assume all occur of any of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 following: (or i) any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None “Change in Control” of the Company Options are "incentive or its business, (ii) if the employment of Xxxxxx is terminated by the Company without “Cause” (as defined below) or by Xxxxxx with “Good Reason” (as defined below), or (iii) if the employment of Xxxxxx is terminated upon the death or Total Disability of Xxxxxx. For purposes hereof, “Change of Control” and “Total Disability” shall have the meanings set forth in the stock options" within option agreement between the meaning Company and Xxxxxx representing the May 2009 Vesting Options. The Company hereby agrees to register its existing Stock Option and Restricted Stock Plan on a Form S-8 registration statement as soon reasonably practicable so Xxxxxx may, subject to Rule 144 under the Securities Act of Section 422 1933, as amended, exercise the above options and freely sell the shares of common stock obtained thereby in the Code.public market. (c)

Stock Options. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and Parent shall take such action as may be all other actions necessary to cause provide that each unexpired and unexercised employee, consultant or director of the Company (each, an "Option Holder") who has been granted an option to purchase acquire shares of Company Common Stock (each, a "Company OptionOptions") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Huckleberry 1993 Stock Option Plan (the "1997 1993 Plan"), a true and complete copy of which has heretofore been provided to Parent by ) or the Company, and (2) the Company's 1999 Long-Term Incentive Huckleberry Director Option Plan (the "1999 Director Plan," and together with the 1997 1993 Plan, the "Company Stock Option Plans") which is outstanding at such time shall receive notice (the "Notice"), in accordance with the provisions of the Company Option Plans, that such Option, whether or not then exercisable, vested or unvested, is exercisable for a true period beginning on the date of Notice and complete copy ending on a date specified in the Notice, which shall be no later than the Effective Time (the "Exercise Period"). The duration of the Exercise Period shall be determined in accordance with the provisions of the Company Option Plan under which has heretofore been the Option was granted, the exercisability of any such Option shall be contingent upon the occurrence of the Merger (except in the case of an Option which is already exercisable without regard to the accelerated exercisability provided to Parent by the Company, to be exercisable solely for Notice) and the actual exercise of each such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option shall not occur until immediately prior to the Effective Time multiplied Time. The Board of Directors of the Company (or committee) shall also adopt procedures pursuant to which each Option Holder may give notice to the Company during the Exercise Period of his or her intent to exercise any such Option, including allowing for cashless exercise by the Exchange Ratio (rounded Option Holders whereby Options would be converted to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date without payment of grantcash. At the Effective Time, all Exercise Periods shall expire and all Options shall be terminated. Notwithstanding anything herein to the contrary, (1i) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall submit the form of all Notices to be deemed sent to refer each Option Holder to Parent and Merger Sub at least three (23) Parent shall assume all of business days prior to being sent to any such Option Holder for the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares prior written approval of Parent Common Stock subject and Merger Sub of such Notice (such approval not to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor formbe unreasonably withheld), including the current status and (ii) all Notices shall be delivered to each Option Holder in such a manner as to confirm and provide evidence of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None receipt of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codesuch Notice by each Option Holder.

Stock Options. Prior to At the Effective Time, each unexercised and unexpired Company Option then outstanding under any Company Stock Option Plan or otherwise, whether or not then exercisable, shall be converted into an option to purchase Parent Common Stock in accordance with this Section 2.4; provided, however, that with respect to any such Company Options granted under the Company’s Rules of Approved Executive Share Option Sub-Scheme and the Company’s Rules of Unapproved Share Option Sub-Scheme For Employees (the “UK Stock Option Plans”), (i) Parent shall use commercially reasonable efforts to obtain the consent of the holders of such Company Options to such conversion and (ii) each such Company Option so converted shall satisfy the requirements set forth in the UK Stock Option Plans applicable to such conversion; provided, further that to the extent any Company Options have been issued pursuant to agreements that have not been documented in writing, or that have been documented but not provided to Parent, the Company shall use commercially reasonable efforts to obtain the consents of the holders of such Company Options to such conversion; provided, further that the Company and Parent shall take agree to cooperate to restructure such action as may be necessary to cause each unexpired and unexercised option to purchase shares conversion of Company Common Stock (each, a "Options held by holders who are not United States residents to the extent necessary or desirable in order to accommodate local legal or tax considerations. Each Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the CompanyOption so converted shall have, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Planbe subject to, the "same terms and conditions (including vesting schedule) as set forth in the applicable Company Stock Option Plans"Plan and any agreements thereunder (or if issued other than pursuant to a Company Stock Option Plan, pursuant to the agreement that governs its issuance) immediately prior to the Effective Time and, to the extent allowable under applicable Law and the terms of the Company Stock Option Plan (or such other agreement), a true the terms and complete copy conditions of which has heretofore been (i) the Employment Agreements, (ii) the executive transition assistance plan (substantially in the form provided to the Company by Parent on the date hereof), (iii) the employee transition assistance plan (substantially consistent with the terms and conditions set forth in the term sheet delivered to the Company by Parent on the Companydate hereof) that Parent will adopt prior to the Effective Time (together, to the “Transition Assistance Plans”) and (iv) Schedule C, except that (x) each Company Option shall be exercisable solely (or shall become exercisable in accordance with its terms) for such that number of whole shares of Parent Common Stock as is equal to the product of the Table of Contents number of shares that were issuable upon exercise of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (Ratio, rounded down to the nearest whole number of shares of Parent Common Stock), at a Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Parent Company Common Stock equal at which such Company Option was exercisable immediately prior to the per-share option exercise price specified in the Company Option divided Effective Time by the Exchange Ratio (Ratio, rounded down up to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date The conversion of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to any Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options which are "“incentive stock options" ,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code. Continuous employment with the Company or any Company Subsidiary shall be credited to the optionee for purposes of determining the vesting of all converted Company Options after the Effective Time. In addition to the foregoing, Parent shall assume each Company Stock Option Plan and the number and kind of shares available for issuance under each such Company Stock Option Plan shall be converted into shares of Parent Common Stock in accordance with the provisions of the applicable Company Stock Option Plan.

Stock Options. Prior to At the Effective Time, each unexercised and unexpired Company Option then outstanding under any Company Stock Option Plan or otherwise, whether or not then exercisable, shall be converted into an option to purchase Parent Common Stock in accordance with this Section 2.4; provided, however, that with respect to any such Company Options granted under the Company’s Rules of Approved Executive Share Option Sub-Scheme and the Company’s Rules of Unapproved Share Option Sub-Scheme For Employees (the “UK Stock Option Plans”), (i) Parent shall use commercially reasonable efforts to obtain the consent of the holders of such Company Options to such conversion and (ii) each such Company Option so converted shall satisfy the requirements set forth in the UK Stock Option Plans applicable to such conversion; provided, further that to the extent any Company Options have been issued pursuant to agreements that have not been documented in writing, or that have been documented but not provided to Parent, the Company shall use commercially reasonable efforts to obtain the consents of the holders of such Company Options to such conversion; provided, further that the Company and Parent shall take agree to cooperate to restructure such action as may be necessary to cause each unexpired and unexercised option to purchase shares conversion of Company Common Stock (each, a "Options held by holders who are not United States residents to the extent necessary or desirable in order to accommodate local legal or tax considerations. Each Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the CompanyOption so converted shall have, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Planbe subject to, the "same terms and conditions (including vesting schedule) as set forth in the applicable Company Stock Option Plans"Plan and any agreements thereunder (or if issued other than pursuant to a Company Stock Option Plan, pursuant to the agreement that governs its issuance) immediately prior to the Effective Time and, to the extent allowable under applicable Law and the terms of the Company Stock Option Plan (or such other agreement), a true the terms and complete copy conditions of which has heretofore been (i) the Employment Agreements, (ii) the executive transition assistance plan (substantially in the form provided to the Company by Parent on the date hereof), (iii) the employee transition assistance plan (substantially consistent with the terms and conditions set forth in the term sheet delivered to the Company by Parent on the Companydate hereof) that Parent will adopt prior to the Effective Time (together, to the “Transition Assistance Plans”) and (iv) Schedule C, except that (x) each Company Option shall be exercisable solely (or shall become exercisable in accordance with its terms) for such that number of whole shares of Parent Common Stock as is equal to the product of the number of shares that were issuable upon exercise of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (Ratio, rounded down to the nearest whole number of shares of Parent Common Stock), at a Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Parent Company Common Stock equal at which such Company Option was exercisable immediately prior to the per-share option exercise price specified in the Company Option divided Effective Time by the Exchange Ratio (Ratio, rounded down up to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date The conversion of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to any Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options which are "“incentive stock options" ,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a “modification” of such Company Options within the meaning of Section 424 of the Code. Continuous employment with the Company or any Company Subsidiary shall be credited to the optionee for purposes of determining the vesting of all converted Company Options after the Effective Time. In addition to the foregoing, Parent shall assume each Company Stock Option Plan and the number and kind of shares available for issuance under each such Company Stock Option Plan shall be converted into shares of Parent Common Stock in accordance with the provisions of the applicable Company Stock Option Plan.

Stock Options. Prior All options and warrants to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of acquire Company Common Stock (eachindividually, a "Company Option" and collectively, the "Company Options") outstanding at the Effective Time under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 1992 Stock Option Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive 1995 Stock Option Plan or otherwise (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans")) shall remain outstanding following the Effective Time. At the Effective Time, such Company Options, by virtue of the Merger and without any further action on the part of the Company or the holder of such Company Options, shall be assumed by Watsxx xx such manner that Watsxx (x) is a true and complete copy corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which has heretofore been provided Section 424(a) applied" within the meaning of Section 424 of the Code; or (b) to Parent the extent that Section 424 of the Code does not apply to any such Company Options, would be such a A-2 3 corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to such option. Each Company Option assumed by the Company, to Watsxx xxxll be exercisable solely upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (x) the unexercised portion of each such Company Option shall be exercisable for such that whole number of shares of Parent Common Watsxx Xxxmon Stock as is (rounded to the nearest whole share, with 0.5 rounded upward) equal to the number of shares of Company Common Stock that could have been purchased under subject to the unexercised portion of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio Ratio; and (rounded to y) the nearest whole number of shares of Parent Common Stock), at a option exercise price per share of Parent Common Watsxx Xxxmon Stock shall be an amount equal to the per-share option exercise price specified in the per share of Company Common Stock subject to such Company Option in effect at the Effective Time divided by the Exchange Ratio (the option price per share, as so determined, being rounded down to the nearest whole full cent, with $0.005 rounded upward). Such No payment shall be made for fractional interests. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all of the other terms of the Company Option Options shall otherwise be subject to remain unchanged unless modified by or as a result of the same terms and conditions (including provisions regarding vesting and the acceleration thereof) transaction contemplated by this Agreement. As soon as in effect at practicable after the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements Watsxx xxxll deliver to the holders of Company shall be deemed Options appropriate notices setting forth such holders' rights pursuant to refer to Parent and (2) Parent shall assume all such Company Options, as amended by this Section 1.5 as well as notice of Watsxx'x xxxumption of the Company's obligations with respect thereto (which occurs by virtue of this Agreement). Watsxx xxxll take all corporate actions necessary to reserve for issuance such number of shares of Watsxx Xxxmon Stock as will be necessary to satisfy exercises in full of all Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code1.6.

Stock Options. Prior to (a) At the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired outstanding and unexercised option to purchase shares of Company Common Stock (each, a "“Company Option"”) under issued pursuant to the Prab Robots, Inc. 1988 Stock Option Plan, the Prab, Inc. 1999 Stock Option Plan, the Prab, Inc. 2000 Stock Option Plan of the Company or otherwise (collectively, the “Company Option Plans”), the per share exercise price of which Company Option is less than the Merger Consideration (a “Cashed-Out Company Option”), shall be converted into the right of the holder thereof to receive, in full satisfaction of each Cashed-Out Company Option, the “Cash Amount” with respect to such Cashed-Out Company Option, less any required withholding taxes. The “Cash Amount” for any Cashed-Out Company Option shall equal the product of: (1) the Company's Amended and Restated 1997 Longexcess of the Merger Consideration over the exercise price per share of Company Common Stock of such Cashed-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, Out Company Option and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under issuable upon the exercise of such Cashed-Out Company Option Option. The Company shall take all reasonable actions necessary to cause the holders of Company Options to consent, to the extent required, to the transactions contemplated by this Section 1.7 no later than immediately prior to the Effective Time multiplied by and shall facilitate the Exchange Ratio (rounded net exercise of Cashed-Out Company Options so as to enable the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal holders thereof to receive the per-share option Cash Amount in respect thereof without first paying the exercise price specified in the Company Option divided thereof. Except as may be otherwise agreed to by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting Parent and the acceleration thereof) Company, as in effect at the Effective Time, including the date of grant. At the Effective Time, (1A) all references in the Company Stock Option Plans and shall terminate, (B) the provisions in any other plan, program or arrangement providing for the related issuance or grant of any other interest in respect of the capital stock option agreements to of the Company shall be deemed to refer to Parent deleted and (2C) Parent no holder of Company Options or any participant in the Company Option Plans or any other plans, programs or arrangements shall assume all have any rights thereunder to acquire any shares of capital stock of the Company's obligations Company or the Surviving Corporation. The Company and Parent agree that the Cash Amounts are the sole payments that will be made with respect to Company Options as so amended. Promptly after the Effective Time, or in relation to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares (a) Each of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan stock option plans, each of which is set forth in Section 3.5(a) of the Company Disclosure Schedule (as defined in Section 5.1) (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy each option to acquire shares of which has heretofore been provided Common Stock outstanding immediately prior to Parent the Effective Date thereunder, whether vested or unvested (each, an "Option" and collectively, the "Options"), shall be assumed by the CompanyParent at the Effective Date, and each such Option shall become an option to be exercisable solely for such purchase a number of shares of Parent Common Stock as is (a "Substitute Option") (rounded to the nearest whole share, with 0.5 shares being rounded up) equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below). The per share exercise price for each Substitute Option shall be the current exercise price per share of Company Common Stock divided by the Option Exchange Ratio (rounded up to the nearest whole number full cent), and each Substitute Option otherwise shall after the Effective Date be subject to all of the other terms and conditions of the original Option to which it relates (including, without limitation, all provisions relating to acceleration of vesting). Prior to the Effective Date, the Company shall take such additional actions as are necessary under applicable law and the applicable agreements and Option Plans to ensure that each outstanding Option shall, from and after the Effective Date, represent only the right to purchase, upon exercise, shares of Parent Common Stock). Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, at a price per share the vesting of no Option shall be accelerated by reason of the Merger unless the agreement or arrangement under which it was granted or by which it is otherwise governed specifically provides for such acceleration. For avoidance of doubt, it is the intention of Parent Common Stock equal and the Company that the Substitute Options be identical in all respects to the per-share option Options (except for the number and type of shares for which they shall be exercisable and the exercise price specified thereof) and that, without limitation, (i) all terms of the plans under which such Options were issued and (ii) all policies set forth in Sections 3.5 and 5.8 of the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option Disclosure Schedule, shall otherwise be subject to the same terms apply thereto from and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeDate.

Stock Options. Prior The Executive is hereby granted stock options (the “Stock Options”) to purchase 300,000 shares of ELC’s common stock at a price (the “Exercise Price”) equal to i) the closing price of the common stock on the first day of the Employment Period, or ii) $1.00, which ever is greater. Such Stock Options shall vest in accordance with the following schedule: • Upon execution of this Agreement and the start of the Employment Period, Executive shall become immediately vested in Stock Options to purchase 100,000 shares of the Company’s common stock at the Exercise Price; and • On the first anniversary of the first day of the Employment Period, so long as Executive is employed by the Company as its President on such date, Executive shall become immediately vested in Stock Options to purchase 100,000 shares of the Company’s common stock at the Exercise Price; and • On the second anniversary of the first day of the Employment Period, so long as Executive is employed by the Company as its President on such date, Executive shall become immediately vested in Stock Options to purchase 100,000 shares of the Company’s common stock at the Exercise Price. For all purposes of this Section 5, a “Change in Control” shall be deemed to have occurred when (i) ELC is merged or consolidated with another entity which is not then controlled by ELC and, as a result, such merger or consolidation results in at least fifty-one percent (51%) or greater of ELC’s common stock being controlled or owned by another entity, or (ii) a majority of the ELC’s assets are sold or otherwise transferred to another entity that is not then controlled by or affiliated with ELC. Upon the occurrence of a Change in Control, the Stock Options granted pursuant to this Section 5 shall be automatically and immediately vested and become exercisable by Executive, subject to the Effective Timeterms of Section 8 of this Agreement. Unless otherwise provided herein, the Company and Parent terms of the Stock Options granted pursuant to this Section 5 shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares governed in accordance with the provisions of Company Common ELC’s 2001 Employee Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 “Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent”). Such Company Option shall otherwise be subject The Stock Options issued pursuant to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company this agreement shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, incentive stock options to the extent necessary to provide for registration permitted by law and the terms of shares of Parent Common Stock subject to such Company Optionsthe Plan, Parent and the balance shall file a registration statement on Form S-8 (or any successor form) be non-qualified options. If Executive’ employment with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company is terminated, as provided in Section 8, such Stock Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of (whether or not vested) shall survive or terminate as provided under Section 422 of the Code8.

Stock Options. Prior Upon Xxxxxx'x execution of the Supplemental Release ------------- attached hereto as Exhibit C, all unvested stock options previously granted to --------- Xxxxxx by TV Guide, Inc., TV Guide International, Inc. and/or the Company shall immediately vest in full and shall become fully exercisable for their full term, and all previously vested stock options shall remain fully exercisable for their full term as forth in the Schedule attached hereto as Exhibit X. Xxxxxx agrees --------- that from the Effective TimeDate through July 1, 2002, unless and until a Releasing Event (as defined below) occurs, Xxxxxx shall not sell more than 10% of the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the total number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior stock or options beneficially owned by Xxxxxx as of the date hereof unless and until the market price for the Company's stock reaches $25.00 per share. "Releasing Event" means the occurrence of one of the following: (i) Xxxxx Xxxx ceases to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number be Chairman and Chief Executive Officer of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided or (ii) Xxxxx Xxxx publicly announces his intention to resign as Chairman and Chief Executive Officer of the Company. Upon the occurrence of a Releasing Event, Xxxxxx shall not be precluded by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms this agreement from selling any and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all shares of the Company's obligations with respect to Company Options as so amendedstock without restriction. Promptly after To the Effective Time, extent Xxxxxx'x stock option agreements permit the transfer of such options for estate planning purposes (to the extent necessary to provide for registration provided in Section 7.2(e) of shares the TVG Equity Incentive Plan), the Company represents it will recommend that the CONFIDENTIAL ------------ Compensation Committee of Parent Common Stock subject to such the Company Options, Parent shall file approve a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and resolution in the form attached hereto as Exhibit F. The Company shall use its best efforts to maintain obtain unanimous --------- consent to such registration statement resolution within five (or any successor form)5) business days of Xxxxxx'x execution of this Separation and Consulting Agreement. If such unanimous consent cannot be obtained within five (5) business days of Xxxxxx'x execution of this Separation and Consulting Agreement, including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None shall notice a meeting of the Compensation Committee to occur within fifteen (15) business days after Xxxxxx'x execution of this Separation and Consulting Agreement to consider such resolution, and the Company Options are "incentive stock options" within shall use best efforts to obtain approval from the meaning of Section 422 of the CodeCompensation Committee at such meeting.

Stock Options. Prior to the Effective TimeAs provided below, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option grant Employee two ------------- stock options to purchase a total of 350,000 shares of Company Common Stock (eachcommon stock pursuant to, a "Company Option") under (1) or equivalent in all material respects to options that would be available for grant pursuant to, the Company's Amended and Restated USA Floral 1997 Long-Term Incentive Plan (the "1997 PlanLTIP"), a true except as provided herein, including Section 7(g)(i) of the LTIP. The options will vest at the rate of 25% as of the Employment Commencement Date and complete copy an additional 6.25% on the last day of which has heretofore been provided to Parent by the Companyeach succeeding calendar quarter beginning as of March 31, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is 2000. The options will have an exercise price equal to the number of shares closing sale price of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date common stock on their respective dates of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related The option for 200,000 shares shall be a nonqualified stock option agreements to and shall have a date of grant as of the Company date hereof, and the option for 150,000 shares shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "an incentive stock options" within the meaning of option under Section 422 of the Internal Revenue Code (the "Code") if and to the extent the tax rules permit such treatment and shall have a date of grant as of the employment Commencement Date. Absent the Company's consent, if Employee does not begin work for the Company on or before January 10, 2000, any options described in this Agreement shall be void and have no effect on either party. Employee may be eligible to receive additional grants or awards under the Company's stock option plans and programs to the extent that grants or awards thereunder are made to Employee by the Compensation Committee of the Board in its discretion. In addition, Employee shall be granted stock options or other awards during the Employment Period pursuant to the LTIP as determined in the discretion of the Compensation Committee. Upon a termination of Employee's employment by the Company "without cause" pursuant to paragraph 7(b)(iv) or by the Employee for "good reason" pursuant to paragraph 7(b)(v). all outstanding unvested options held by Employee shall become fully vested on the date of termination and all options will remain exercisable for the term provided under paragraph 6(b)(iv) of the LTIP. Upon Employee's termination of employment pursuant to paragraph 7(b)(v) without "good reasons," the Employee's termination as a result of the conditions described in paragraph 7(b)(vi), or, notwithstanding paragraph 6(b)(iv) of the LTIP, if Employee's employment is terminated by the Company for "cause" under circumstances described in clause (A) or (B) of paragraph 7(b)(iii), all unvested options shall immediately terminate and all vested options will remain exercisable for the term provided under paragraph 6(b)(iv) of the LTIP (without regard to the immediate termination for cause otherwise provided in that subparagraph). If Employee's termination is by reason of death or disability pursuant to paragraph 7(b)(i) or (ii), all unvested options shall become fully vested on the date of termination and notwithstanding paragraph 6(b)(iv) of the LTIP, all options will remain exercisable for the one year period following such termination. Upon termination of Employee's employment for "cause" under circumstances described in clause (C), (D) or (E) of paragraph 7(b)(iii), all outstanding options, whether or not vested, shall immediately terminate. All exercisable options may be exercised through a broker-assisted "cashless" exercise arrangement. Notwithstanding the foregoing, no option may be exercisable beyond expiration of the term of such option. Upon a Change in Control (as defined below), all outstanding unvested options held by Employee shall become fully vested unless Section 7(g)(i) of the LTIP applies.

Stock Options. Prior to Effective as of the Effective TimeDate, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised grant Employee a stock option to purchase shares of Company Common Stock (each, a the "Company Option") under (1) consisting of 250,000 shares of the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is at an exercise price equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including fair market value thereof on the date of grant. At The Option shall vest immediately as to 50,000 Option Shares and the remainder thereof (consisting of an option to purchase 200,000 Option Shares) shall vest ratably on a monthly basis as of the last day of each of the first 36 months following the date of grant, such that 1/36th of the Option will vest on the one-month anniversary of the Effective TimeDate and the Option shall be fully vested on the third anniversary of the Effective Date, subject to Employee continuing to render services to the Company. In addition, the Option shall be subject to acceleration upon the occurrence of certain events, including if Employee is terminated by the Company without cause (1) which shall result in acceleration of 50% of Employee's then unvested options), if Employee is subject to an Involuntary Termination (which shall result in acceleration of 50% of Employee's then unvested options), or due to a Change of Control, as defined above (which shall result in acceleration of 100% of Employee's then unvested options), all references as set forth in greater detail in the stock option agreement by and between Employee and the Company (the "Stock Option Plans and Agreement"), which agreement shall be substantially in the related stock option agreements form of Exhibit A hereto and is incorporated by this reference as if fully set forth herein. In the event that Employee elects to terminate his employment with Company without cause, or if Company terminates Employee "for cause" pursuant to and as defined in Section 2(a) above, the Option shall immediately terminate, and Employee shall be entitled to exercise the portion of the Option that was vested on the date of termination only for such period of time as is provided in the Company's Stock Option Plan and reflected in the Stock Option Agreement. In all other respects, the Option shall be subject to the Company shall be deemed to refer to Parent terms, definitions and (2) Parent shall assume all provisions of the Company's obligations with respect to Company Options as so amended. Promptly after Stock Option Plan and the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeOption Agreement.

Stock Options. Prior Executive hereby acknowledges and agrees that Schedule A contains a complete and accurate list of all his outstanding options or rights to purchase common stock or any other equity security or interest of the Company or its subsidiaries as well as the portion thereof that is vested as of the Separation Date (the “Options”). Notwithstanding anything to the Effective Timecontrary contained in Executive’s stock option agreements, the Company and Parent related option plans, applicable board resolutions, written or oral agreements or understandings or otherwise, all unvested Options as of the Separation Date shall take such action as may be necessary to cause each unexpired and unexercised option cancelled; provided, that the time-based options designated on Schedule A to purchase up to a maximum of an additional 75,963 shares of Company Common Stock common stock (eachthe “Time-Based Options”) shall continue to vest in accordance with and subject to their existing terms and conditions until May 17, 2004, provided that Executive remains on the Board of Directors until such date, and all remaining Time-Based Options to purchase the then remaining unvested shares shall be cancelled as of May 17, 2004. Options vested as of the Separation Date or by May 17, 2004, as the case may be, shall remain exercisable in accordance with and subject to their existing terms and conditions and, if unexercised, shall expire within enumerated periods set forth in the respective option agreements or plan following termination of Executive’s service on the Board. In addition, in the event of a "Company Option") under Change of Control or the consummation of a Corporate Transaction (1) as defined in the Company's Amended and Restated 1997 Long-Term Incentive Plan (’s 2002 Stock Option Plan) prior to May 17, 2004, the "1997 Plan")vesting of all of the Time Based Options, a true and complete copy if any, that remain unvested as of which has heretofore been provided to Parent the date of such event shall immediately be accelerated without further action by the Company, and (2) provided that Executive remains on the Company's 1999 Long-Term Incentive Plan (Board of Directors until such date. In the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided event Options intended to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock qualify as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "“incentive stock options" ” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), are exercised more than three (3) months following the Separation Date, such Options shall be treated as non-qualified stock options.

Stock Options. Prior (a) All outstanding options to purchase Company capital stock (“Company Stock Options”) outstanding at the Effective Time under the Appilog, Inc. 2003 Stock Option Plan (the “Company Stock Plan”) shall, at the Effective Time and by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent. To the extent necessary, the applicable option agreements shall be amended to provide that the Company Stock Options (other than the Additional Options) shall become fully vested as of the Effective Time. Subject to the immediately preceding sentence, each Company Stock Option so assumed by Parent under this Agreement shall continue to have, and be subject to, substantially similar terms and conditions to those set forth in the Company Stock Plan or as provided in the respective option agreement immediately prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause except that (i) each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to will be exercisable solely for such that number of whole shares of Parent Common Stock as is equal to the product of the number of shares of Company Common Stock that could have been purchased under were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (Ratio, rounded down to the nearest whole number of shares of Parent Common Stock), at a ; and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Parent Common Stock equal Company capital stock at which such Company Option was exercisable immediately prior to the per-share option exercise price specified in the Company Option divided Effective Time by the Option Exchange Ratio (Ratio, rounded down up to the nearest whole cent). Such Company Option shall otherwise be subject to It is the same terms and conditions (including provisions regarding vesting and intention of the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in parties hereto that the Company Stock Option Plans and Options (other than those Additional Options which shall be issued to employees located in the related stock option agreements to the Company shall be deemed to refer to United States) assumed by Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after following the Effective TimeTime pursuant to this Section will, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Optionspermitted by applicable law, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long qualify as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of options as defined in Section 422 of the Code, to the extent any such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time or as options granted pursuant to the provisions of section 102 of the Israeli Income Tax Ordinance (new version) 1961 (the “Ordinance”) and any regulations, rules, orders or procedures promulgated thereunder, including the Income Tax Rules (Tax benefits in Stock Issuance to Employees) 5763-2003 (the “Rules”), as appropriate.

Stock Options. Prior (a) Except as provided in (c) below with respect to the Effective TimeCompany's 1997 Employee Stock Purchase Plan, as amended (the "Company and Parent shall take such action as may be necessary to cause ESPP"), each unexpired and unexercised option to purchase shares of Company Common Stock that is outstanding at the Effective Time, whether or not exercisable and whether or not vested (each, a "Company Option") under shall, without any action on the part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (1i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the Company's Amended meaning of Section 424 of the Code and Restated 1997 Long-Term Incentive Plan the regulations thereunder or (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2ii) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number extent that Section 424 of shares of Company Common Stock that could have been purchased under the Code does not apply to any such Company Option immediately prior Option, would be such a corporation were Section 424 of the Code applicable to such Company Option. From and after the Effective Time, all references to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified Company in the Company Option divided Options shall be deemed to refer to Parent. The Company Options assumed by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option Parent shall otherwise be subject to exercisable upon the same terms and conditions as under the Company Options (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, except that (1i) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to such Company Options as so amended. Promptly after shall entitle the Effective Time, holder to purchase from Parent the extent necessary to provide for registration number of shares of Parent Common Stock (rounded down to the nearest whole number of such shares) that equals the product of the Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company OptionsOption immediately prior to the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor formii) with respect to such shares the option exercise price per share of Parent Common Stock shall be an amount (rounded up to the nearest full cent) equal to the option exercise price per share of Company Common Stock in effect immediately prior to the Effective Time divided by the Conversion Ratio, and (iii) the Company Options shall vest to the extent required pursuant to the current terms of such Company Options or other agreements as described in Section 1.7 of the Company Disclosure Schedule (as defined below); provided that if such vesting of Company Options or other provisions with respect to the Company Options would jeopardize the Merger being accounted for as a "pooling of interests", then the Company shall, subject to Parent's written consent not to be unreasonably withheld, use its reasonable best efforts to maintain prevent such registration statement vesting or effect of other provisions. Except to the extent required pursuant to the current terms of such Company Options or other agreements as described in Section 1.7 of the Company Disclosure Schedule (or any successor formas defined below), including the current status Company shall not take any action to accelerate the vesting of any related prospectus or prospectusesCompany Options. Prior to the Effective Time, the Board of Directors of Parent shall, for so long as purposes of Rule 16b-3(d)(1) promulgated under Section 16 of the Company Options remain outstanding. None Securities Exchange Act of 1934, and the rules and regulations thereunder (the "1934 Act"), specifically approve (i) the assumption by Parent of the Company Options are "incentive stock options" within and (ii) the meaning issuance of Section 422 Parent Common Stock in the Merger to directors, officers and stockholders of the CodeCompany subject to Section 16 of the 1934 Act.

Stock Options. Prior to (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and the Company and Parent (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's 1999 Equity Incentive Plan (the "COMPANY OPTION PLAN") or any committee of the Board of Directors administering Parent's option plans) or any other Company stock option plans shall take such action as may be necessary required to cause effect the following provisions of this Section 2.2. As of the Effective Time, each unexpired and unexercised option to purchase shares of Company Common Stock, including all options granted pursuant to the Company Option Plan, the Company's 1983 Stock Option Plan, 1986 Non-Employee Director Option Plan and 1992 Employee Stock Option Plan (each, a "Company OptionCOMPANY STOCK OPTION") under which is then outstanding shall be assumed by Parent and converted into an option (1or a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is (rounded up to the nearest whole share) equal to (x) the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time option multiplied by (y) the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a an exercise price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent)pennx) xxual to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 adjusted, if necessary, to comply with Section 424(a) of the Code. Such Company Except as provided above, each Assumed Stock Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting expiration date and the acceleration thereofvesting) as in effect at were applicable to such converted Company Stock Option immediately prior to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of use its reasonable best efforts to promptly prepare and file with the Company's obligations Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common the Assumed Stock Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (or any successor form), including and maintain the current status of any related the prospectus or prospectuses, prospectuses contained therein) for so long as the Company such Assumed Stock Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to (a) At the Effective Time, each option granted by the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, each a "Company Option") under which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below (1) and otherwise subject to the terms of the Company's Amended 1993 Incentive Stock Option Plan and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive 1993 Stock Option Plan for Outside Directors (the "1999 Plan," and together with the 1997 Plancollectively, the "Company Stock Option Plans"), a true the agreements evidencing grants thereunder and complete copy of which has heretofore been provided to Parent by any other agreements between the Company, to be exercisable solely for such Company and an optionee regarding Company Options): (1) the number of shares of Parent Common Stock as is to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior subject to the Effective Time multiplied by original option and the Exchange Ratio (Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole number of shares of Parent Common Stock), at a share; and (2) the exercise price per share of Parent Common Stock under the new option shall be equal to the per-share option exercise price specified in per share of Company Common Stock under the Company Option original option divided by the Exchange Ratio (Ratio, provided that such exercise price shall be rounded down up to the nearest whole cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Such Company Option ) shall otherwise be subject 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 and other terms of the new option shall be the same terms and conditions (including provisions regarding vesting and as the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) original option except that all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer be references to Parent and Parent. (2b) Prior to the Effective Time, Parent shall assume all reserve for issuance the number of the Companyshares of Parent Common Stock necessary to satisfy Parent's obligations with respect to Company Options as so amendedunder this Section 1.5. Promptly after the Effective TimeTime (but in no event later than five business days thereafter), Parent 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 extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect options to such shares of acquire Parent Common Stock issued pursuant to Section 1.5(a) hereof, and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related the prospectus contained therein, as well as comply with applicable state securities or prospectuses"blue sky" laws, for so long as the Company Options such options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.1.6

Stock Options. Prior to (a) At the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised outstanding option to purchase shares of Company Common Stock (a "Company Stock Option" or collectively, "Company Stock Options") issued pursuant to the (i) 1987 Stock Option Plan of the Company and the 1995 Stock Option and Award Plan (the "1995 Plan") of the Company and the Papyrus Design Group, Inc. 1992 Stock Option Plan (collectively, the "Company Plans") and (ii) the Sierra On-Line, Inc. 1993 Stock Option Grant Agreement with Kennxxx X. Xxxxxxxx xxx the Sierra On-Line, Inc., 1994 Stock Option Grant Agreement with Waltxx X. Xxxxxx (xxllectively, the "Non-Plan Option Agreements"), whether vested or unvested, shall be cancelled and, in lieu thereof, Parent shall issue to each holder of a Company Stock Option an option (each, a "Company Parent Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true to acquire, on substantially the same terms and complete copy subject to substantially the same conditions as were applicable under such Company Stock Option, including, without limitation term, exercisability, vesting schedule, status as an "incentive stock option" under section 422 of which has heretofore been provided to Parent by the CompanyCode (except as hereinafter provided), acceleration and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plantermination provisions, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such same number of shares of Parent Common Stock as is the holder of such Company 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 number of aggregate exercise price for the shares of Company Common Stock that could have been purchased under otherwise purchasable pursuant to such Company Stock Option immediately prior divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option; provided, however, that the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Stock that may be purchased upon exercise of any such Parent Option shall not include any fractional share and, at upon exercise of the Parent Option, a price per cash payment shall be made for any fractional share based upon the Closing Price (as hereinafter defined) of a share of Parent Common Stock equal to on the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including trading day immediately preceding the date of grantexercise. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to Commencing on the Effective Timecomplete execution of this Agreement, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised grant Executive an option to purchase Twenty Thousand (20,000) shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended stock at the market rate as set froth in the Company's Stock Option Plan on the effective date, commencing on the complete execution of this Agreement. Said options shall vest at a rate of twenty-five percent (25%) per year (i.e. five thousand (5,000) options shall vest at the end of each full year of the Executive's employment during the five-year Term of this Agreement) and Restated 1997 Long-Term shall remain exercisable for a period of (10) years from the issue date. The option shall be subject to the terms and conditions contained in and granted pursuant to that certain Incentive Plan Stock Option Agreement adopted by the Company (the "1997 PlanIncentive Stock Option Agreement"), a true and complete copy which is attached to this Agreement as Exhibit B. In addition to the aforementioned options, Executive shall be granted additional options for Seven Thousand Five Hundred (7,500) shares of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Longstock per grant during each year that this Agreement remains in effect. All subsequent grants of options pursuant to this paragraph shall be at a price to be set by the Board of Directors of the Company and ahsll be the same price at which options are offered to most other employees of the Company during the year in which the options are granted. Said options shall vest at a rate of twenty-Term five percent (25%) per year (i.e. one thousand eight hundred seventy five (1,875) options shall vest at the end of each full year of the Executive's employment) and shall remain exercisable for a period of (10) years from the issue date. The option shall be subject to the terms and conditions contained in and granted pursuant to that certain Incentive Plan Stock Option Agreement adopted by the Company (the "1999 Plan," and together with the 1997 Plan, the "Company Incentive Stock Option PlansAgreement"), a true and complete copy of which has heretofore been provided is attached to Parent this Agreement as Exhibit B. Should Executive's employment be terminated by the Company, Company other than for Cause (pursuant to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately Section 2.03) prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number Term of shares of Parent Common Stock)this Agreement, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including all options granted though the date of granttermination will fully vest immediately and all annual options granted for each year or employment through the end of the severance period shall fully vest immediately upon the date of termination as if the termination had not occurred. At the Effective TimeShould Executive be terminated for Cause, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company he shall be deemed entitled only to refer to Parent and (2) Parent shall assume all those options, which vested through the date of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codetermination.

Stock Options. Prior Each option to purchase shares of Fourth Shift Common Stock (a "Fourth Shift Option") outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. At the Effective Time, AremisSoft shall assume each Fourth Shift Option by virtue of the Merger and without any further action on the part of Fourth Shift or the holders thereof. AremisSoft shall assume each such option in such manner that AremisSoft (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to any such Fourth Shift Option, would be such a corporation were Section 424 of the Code applicable to such Fourth Shift Option. From and after the Effective Time, all references to "Fourth Shift" in the Fourth Shift Options and the related stock option agreements shall be deemed to refer to "AremisSoft." After the Effective Time, each Fourth Shift Option assumed by AremisSoft shall be exercisable upon the same terms and conditions as were in effect under the Fourth Shift Options and the related option agreements immediately prior to the Effective Time, the Company and Parent except that (i) each Fourth Shift Option shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such that whole number of shares of Parent AremisSoft Common Stock as is (rounded down to the nearest whole share) equal to the number of shares of Company Fourth Shift Common Stock that could have been purchased under subject to such Company Fourth Shift Option immediately prior to the Effective Time divided by 6.14159, and (ii) the option price per share of AremisSoft Common Stock shall be an amount equal to the option price per share of Fourth Shift Common stock subject to such Fourth Shift Option in effect immediately prior to the Effective Time multiplied by 6.14159 (the Exchange Ratio (option price per share, as so determined, being rounded upward to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole full cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to (a) As of the Effective Time, by virtue of the Company Merger and Parent shall take such without any action as may be necessary to cause on the part of holders thereof, each unexpired and unexercised option to purchase shares of Company Common Stock (each, a an "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by granted under the Company1990 Non-Qualified and Incentive Stock Option Plan, and as amended, of Banner or the 1996 Non-Employee Director Stock Option Plan of Banner or the Stock Award Agreement for Phillipe Hercot dated September 13, 1996 (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plancollectively, the "Company Stock Option Plans")) and is outstanding at the Effective Time, a true whether or not then exercisable, shall be assumed by Xxxxxxxxx and complete copy of which has heretofore been provided shall be deemed to Parent by constitute an option to acquire Xxxxxxxxx Common Stock on the Companyterms and conditions as were applicable under the respective Option, to except that (i) each Option shall be exercisable solely for such the greatest number of whole shares of Parent Xxxxxxxxx Common Stock as is equal to the product of the number of shares of Company Banner Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio Ratio; (rounded to ii) the nearest whole number of shares of Parent Common Stock), at a exercise price per share of Parent Xxxxxxxxx Common Stock shall be an amount equal to the per-share option exercise price per share of Banner Common Stock specified under such Option in effect immediately prior to the Company Option Effective Time divided by the Exchange Ratio (rounded down up to the nearest whole cent). Such Company ) and (iii) each Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as extent not then exercisable, shall become exercisable in effect full at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options As soon as so amended. Promptly practicable after the Effective Time, Xxxxxxxxx shall deliver to each holder of an Option an appropriate notice setting forth the extent necessary holder's right to provide for registration of acquire shares of Parent Xxxxxxxxx Common Stock subject Stock, and the Option Agreements of each holder shall be deemed to such Company Options, Parent be appropriately amended so that the Options shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including represent the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Coderights set forth above.

Stock Options. At the Effective Date, each of the options to purchase Company Common Stock granted under (i) the Company's 1992 Stock Incentive Plan, as amended (the "STOCK OPTION PLAN") that is outstanding as of the Effective Date and (ii) the Stock Option Agreement dated as of December 11, 1996 between the Company and Michael G. Puls (the "PULS AGREEMENT," and collectively with the optxxxx xxxxxxxxxxg under xxx Stock Option Plan, the "OUTSTANDING OPTIONS"), whether or not then vested, exercisable or effective, shall, by action of the Board of Directors of the Company or a duly authorized Committee thereof, under the terms of the Stock Option Plan and the agreements evidencing the options granted thereunder or the Puls Agreement, as applicable, and without any action on the part of xxx holder thereof, vest and become effective and exercisable solely for the Per Share Merger Consideration (without interest). Prior to the Effective TimeDate, each holder of Outstanding Options shall be offered the Company right to execute an agreement, substantially in the form attached hereto as Exhibit B, to cancel such Outstanding Options. Immediately after the Effective Date and in no event later than the first payment to a Holder pursuant to SECTION 3.2, Parent shall cause the Surviving Corporation to pay to each holder of an Outstanding Option who executes such an agreement, in consideration for such cancellation, an amount in cash (less applicable withholding taxes, if any) equal to the amount and in the manner set forth in the agreement attached hereto as Exhibit B; provided that if such amount is equal to or less than zero, such Outstanding Option shall be deemed canceled and terminated. For purposes of this SECTION 3.6, each of the Company, Sub and Parent shall take such action as may be necessary to cause agree that each unexpired and unexercised option to purchase shares listed on SECTION 5.2 of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan Disclosure Schedule (the "1997 Plan"as hereinafter defined), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together unless such option is exercised or expires in accordance with the 1997 Plan, the "Company provisions of Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately Plan or Puls Agreement prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Date, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeis an Outstanding Option.

Stock Options. Prior Throughout the Employment Period and to the Effective Timeextent determined .by the Board of Directors in its discretion to be commensurate with Vinixx'x xxxel of responsibility within the Company, Vinixx xxxll be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate; provided, however, the Company agrees to promptly implement a stock option plan to reward Vinixx xxx other key officers of the Company for achieving annual targets with respect to the Company Business and Parent shall take with respect to its Common Stock- (as defined below), as such action as may targets are reasonably adopted by the Board of' Directors from time to time. In addition to the foregoing, Vinixx xxxll be necessary entitled, upon the execution of this Agreement, to cause each unexpired and unexercised option receive options (the "Vinixx Xxxions") to purchase acquire 1,000,000 shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan common stock, par value $0.001 per share (the "1997 PlanCommon Stock"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely . The Vinixx Xxxions shall provide for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a an exercise price per share of Parent Common Stock equal to the per-share option exercise closing price specified in the Company Option divided by the Exchange Ratio (rounded down of such Common Stock, as reported on NASDAQ on September 26, 2003, Subject to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect applicable law, at the Effective Time, including the date of grant. At the Effective TimeVinixx'x xxxuest, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the be Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including qualify the current status of any related prospectus or prospectuses, for so long Vinixx Xxxions as the Company Incentive Stock Options remain outstanding. None under applicable 'sections of the Company Options are Internal Revenue Code and regulations promulgated thereunder. The Vinixx Xxxions shall be issued pursuant to that certain Stock Option Agreement, substantially in the form attached hereto as Exhibit C (the "incentive stock options" within Vinixx Xxxion Agreement"). As set forth in the meaning of Section 422 of Vinixx Xxxion Agreement, the Code.Vinixx Xxxions shall vest and be exercisable into Common Stock, assuming the Employment Period has not otherwise been earlier terminated, as follows:

Stock Options. Prior Except as provided in this paragraph 4, your interest in and rights in your Vested Stock Options (as defined and set forth in Exhibit A) shall be governed by and be subject to the Effective Timeall conditions, the Company terms and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) restrictions contained in the Company's Amended and Restated 1997 Long-Term Incentive Plan 1993 Stock Option Plan, as amended from time to time ("the "1997 Plan"), and the option letter agreements dated April 25, 1997 (denoted as Exhibits A-1, A-2 and B to your Employment Agreement dated April 25, 1997, a true and complete xxxx xx which is attached hereto as Exhibit B (the "Employment Agreement")), the option letter agreement dated August 28, 1998 (a copy of which has heretofore been provided to Parent by is attached hereto as Exhibit C) and the Companyoption letter agreement dated March 1, and 2000 (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore is attached hereto as Exhibit D). Your rights with respect to your Stock Options shall be fixed as of your Termination Date and pursuant to this Agreement. With respect to the option letter agreements dated April 25, 1997 and denoted as Exhibits A-1 and A-2 to your Employment Agreement, all 250,000 options shall be deemed vested as of your Termination Date and you shall be entitled to exercise those options on or before February 15, 2003. With respect to the option letter agreement dated April 25, 1997 and denoted as Exhibit B to your Employment Agreement, 60,000 options shall be deemed vested as of your Termination Date and you shall be entitled to exercise those 60,000 options on or before February 15, 2003, and the 90,000 options that would have been provided unvested as of your Termination Date shall be accelerated and deemed to Parent by have become fully vested as of your Termination Date and you shall be entitled to exercise those 90,000 options on or before February 15, 2005. With respect to the Companyoption letter agreement dated August 28, 1998, you shall be entitled to exercise, at your election, some or all of the 105,000 options that are vested as of your Termination Date on a cashless basis (defined below) on the later of either: (a) your Termination Date; or (b) within five (5) business days following the expiration of the Revocation Period defined in paragraph 11. For purposes of this Agreement, the term "Cashless Basis" shall mean that in lieu of exercising some or all of your 105,000 vested stock options for cash, you shall be exercisable solely for such entitled to receive up to a total number of shares of Parent Common Stock as is equal to common stock of the Company computed using the following formulas: X = 35,000 (A - $1.2375) ; and -------------------- A X = 35,000 (A - $2.125) ; and ------------------- A X = 35,000 (A - $3.125) ------------------- A where X equals the number of shares of common stock to be issued to you and A equals the fair market value of one share of common stock on the date of exercise. In addition, you may elect to have the Company Common Stock that could have been purchased under such Company Option immediately prior to withhold from the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole total number of shares due under the above formulas a number of Parent Common Stock), at shares having a price per share of Parent Common Stock fair market value equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down minimum amount necessary to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of satisfy the Company's aggregate federal, state, local and foreign tax withholding and FICA and FUTA obligations with due as a result of a Cashless Basis exercise. With respect to the option letter agreement dated March 1, 2000, you shall be entitled to exercise the 60,000 options that are vested as of your Termination Date on or before February 15, 2005. You acknowledge and agree that you shall forfeit any right to those 30,000 unvested stock options under the option letter agreement dated March 1, 2000, as shown in Exhibit A hereto. You acknowledge and agree that there has been no change of control at any time up to and including your Termination Date and that you shall have no rights to accelerated vesting or otherwise upon any change of control occurring after your Termination Date. The Company Options as so amended. Promptly after the Effective Time, agrees to the extent take any action necessary to provide for registration effectuate the terms of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codethis paragraph 4.

Stock Options. Prior The Executive shall be granted (i) on the Effective Date an option to purchase 100,000 shares of Revlon common stock, (ii) subject to the Effective TimeExecutive's continued employment not later than February 15, 2001, an option to purchase 50,000 shares of Revlon common stock, and (iii) subject to the Executive's continued employment not later than February 15, 2002, an option to purchase 50,000 shares of Revlon common stock, each with a term of 10 years from the date of grant and an option exercise price equal to the market price of Revlon common stock on the date of grant and otherwise on terms (other than number of shares covered) substantially the same as other senior executives of the Company generally. Subject to the Executive's continued employment with the Company, the options so recommended shall vest and become and remain exercisable as to 25% of the shares subject thereto on each of the first through fourth anniversaries of the date of grant or, if more advantageous to the Executive, on terms no less favorable than options granted to RCPC's senior most executives generally. If prior to the end of the Term, the Company shall terminate the Executive other than for Cause pursuant to Section 4.3, or the Executive shall terminate his employment on account of Good Reason pursuant to Section 4.4, the options so recommended shall vest and Parent shall take such action be exercisable in accordance with the terms of the Revlon Inc. Amended and Restated 1996 Stock Plan or any plan that may replace it, as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a if the Executive had "Company Option") under (1) retired" with the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" consent within the meaning of Section 422 such plan. For purposes of clarification and for the avoidance of doubt, treating options as if Executive had "retired" shall mean that each option held by the Executive as of the Codedate of such termination shall continue to vest in accordance with its terms and provisions of this Agreement and shall remain exercisable for one year following the date that such option becomes fully vested and exercisable. In addition, the Executive shall be recommended to the Compensation Committee or other committee of the Board administering the Revlon Inc. Amended and Restated 1996 Stock Plan or any plan that may replace it, as from time to time in effect, to receive, under that Plan or otherwise, additional annual grants in years after 2002 under terms and conditions no less favorable than those granted to RCPC's senior most executives generally.

Stock Options. Prior to (a) At the Effective Time, each outstanding option or warrant to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company Company's 1988 Stock Option Plan, 1990 Stock Option Plan, 1992 Key Executive Stock Option Plan, 1993 Employee Qualified Stock Purchase Plan, 1996 Supplemental Stock Plan, as amended, 1997 Stock Option Plan, as amended, 1994 Outside Director Stock Option Plan, Key Executive Stock Option Plan, SpeedSim, Inc. 1995 Incentive and Parent Nonqualified Stock Option Plan, or other agreement or arrangement, whether vested or unvested, shall take such action be converted as may be necessary to cause each unexpired and unexercised option of the Effective Time into options or warrants, as applicable, to purchase shares of Company Parent Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together in accordance with the 1997 Plan, terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants are referred to collectively as the "Company Plans." Each Company Stock Option Plans")shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Parent Common Stock that could the holder of such Company Stock Option would have been purchased under entitled to receive pursuant to the Merger had such Company Option holder exercised such option or warrant in full immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to (x) the per-share option aggregate exercise price specified in for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the Exchange Ratio product of (rounded down to i) the nearest whole cent). Such Company Option shall number of Shares otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject purchasable pursuant to such Company OptionsStock Option, Parent shall file a registration statement on Form S-8 multiplied by (or any successor formii) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form)the Exchange Ratio; PROVIDED, including HOWEVER, that in the current status case of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None option to which Section 421 of the Company Options are Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" within or "ISOs") the meaning 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 422 424(a) of the Code.

Stock Options. Prior (a) Each option to purchase Company Common Stock (a “Company Option”) that was granted under any employee or director stock option or compensatory plan or other arrangement with the Company prior to the Effective Time, whether or not exercisable at the Company Effective Time, and Parent which remains outstanding immediately prior to the Effective Time, shall take such action as may be necessary assumed by Buyer, shall cease to cause each unexpired and unexercised option represent a right to purchase acquire shares of Company Common Stock and shall be appropriately adjusted and converted, at the Effective Time, into an option to acquire Buyer Common Stock (each, a "Company the “Buyer Option"”) under the applicable stock option plan of the Company (1all of which plans shall be assumed by Buyer at the Effective Time) in accordance with this Section 1.08(a). The Buyer Option shall entitle the Company's Amended and Restated 1997 Long-Term Incentive Plan holder to purchase from Buyer that number of whole shares of common stock of Buyer, par value $.01 per share (the "1997 Plan"“Buyer Common Stock”), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the product of the number of shares of Company Common Stock that could have been purchased under were subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (0.0836, rounded down to the nearest whole number of shares of Parent Buyer Common Stock), at a and the per share exercise price for the shares of Buyer Common Stock issuable upon exercises of such substituted Buyer Option will be equal to the quotient determined by dividing the exercise price per share of Parent the Company Common Stock equal at which such Company Option was exercisable immediately prior to the per-share option exercise price specified in the Company Option divided Effective Time by the Exchange Ratio (0.0836, rounded down up to the nearest whole cent). Such Company ; provided, however, that in the case of any Option shall otherwise be subject to which Section 421 of the same terms and conditions (including provisions regarding vesting Internal Revenue Code of 1986, as amended, and the acceleration thereofrules and regulations adopted pursuant thereto (the “Code”) as in effect at the Effective Time, including the date applies by reason of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of qualification under Section 422 of the Code, the option exercise price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code so as not to constitute a “modification” of such option.

Stock Options. Prior (a) Within 30 days after the Acceptance Time (or, if there is a subsequent offering period with respect to the Effective TimeOffer, within 30 days after the Company and expiration date of the subsequent offering period, as it may be extended), Parent shall take make an offer to each holder of then outstanding Company Options that were granted prior to January 1, 2009, whether or not vested, to grant to such action as may be necessary holder, in exchange for such holder’s agreement in writing to cause each unexpired and unexercised the cancellation of such holder’s Company Option, a newly-issued option (a “Pre-2009 Replacement Option”) to purchase shares of common stock, par value $0.001, of Parent (“Parent Common Stock”) having the terms set forth in this Section 5.2. With respect to each Pre-2009 Replacement Option granted by Parent to a holder of a Company Common Stock Option pursuant to such offer: (each, a "Company Option") under (1i) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal subject to such Pre-2009 Replacement Option shall be determined by multiplying the number of shares of Company Common Stock Shares that could have been purchased under were subject to such holder’s Company Option immediately prior to the Effective Time multiplied cancellation thereof by the Exchange Pre-2009 Option Conversion Ratio (rounded as defined below), and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock), at a price ; (ii) the per share of exercise price for the Parent Common Stock equal issuable upon exercise of such Pre-2009 Replacement Option shall be determined by multiplying (A) the quotient of the per share exercise price in Korean Won of Company Shares subject to such Company Option, as in effect immediately prior to the per-share option exercise price specified in the Company Option cancellation thereof, divided by the Exchange Ratio Pre-2009 Option Conversion Ratio; by (rounded down B) the average of the US Dollar/Korean Won exchange rate quoted in the Western Edition of the Wall Street Journal for each of the 20 consecutive business days immediately preceding the date of this Agreement, and rounding the resulting exercise price up to the nearest whole cent). Such Company ; (iii) the vesting schedule of such Pre-2009 Replacement Option shall otherwise be subject to as set forth on Schedule 5.2 and (iv) such Pre-2009 Replacement Option shall have the same terms term and conditions (including provisions regarding vesting and the acceleration thereof) exercisability as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeOption.

Stock Options. Prior to (a) At the Effective Time, each outstanding option, warrant or other right to purchase Shares (a "Company Stock Option" and collectively, "Company Stock Options") issued pursuant to the Company 1991 Amended and Parent Restated Stock Option Plan, the 1995 Outside Directors Stock Option Plan and the 1997 Non-Statutory Stock Option Plan, and all other agreements or arrangements other than the 1995 Employee Stock Purchase Plan, whether vested or unvested, shall take such action be converted as may be necessary to cause each unexpired and unexercised option of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Company Parent Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together in accordance with the 1997 Plan, terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "Company Plans." Each Company Stock Option Plans")so converted shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Parent Common Stock that could the holder of such Company Stock Option would have been purchased under entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option, whether or not vested, in full immediately prior to the Effective Time rounded to the nearest whole share at a price per share, rounded to the nearest whole cent, equal to the exercise price per Share pursuant to such Company Stock Option immediately prior to the Effective Time multiplied divided by the Exchange Ratio Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under 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 adjusted as necessary in order to comply with Section 424(a) of the Code. (rounded b) As soon as practicable after the Effective Time, Parent shall deliver to the nearest whole holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plans and that the agreements evidencing the grants of such Company Stock Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and ensure, to the extent required by and subject to the provisions of such Plans, that Company Stock Options that qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time . (c) At or before the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock), at a price per share Stock for delivery upon exercise of Parent Common Company Stock equal to the per-share option exercise price specified Options assumed in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent)accordance with this Section 1.11. Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at Promptly following the Effective Time, including the date of grant. At the Effective TimeParent shall, (1) all references if no registration statement is in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to effect covering such Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Timeshares, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor formor other appropriate forms) with respect to such the shares of Parent Common Stock subject to any Company Stock Options held by all persons with respect to whom registration on Form S-8 is available and shall use its best all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (or any successor form), including and maintain the current status of any related the prospectus or prospectuses, prospectuses contained therein) for so long as the Company Options such options remain outstanding. None of (d) At or before the Effective Time, the Company Options shall cause to be effected, in a manner reasonably satisfactory to Parent, such amendments, if any, to the Company Plans that are "incentive stock options" within necessary to give effect to the meaning foregoing provisions of this Section 422 of the Code1.11.

Stock Options. Prior The Executive shall be recommended to the Effective TimeCompensation Committee or other committee of the Board administering the Revlon, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Inc. Second Amended and Restated 1997 Long-Term Incentive 1996 Stock Plan (the "1997 Plan")or any plan that may replace it, a true and complete copy of which has heretofore been provided as from time to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Companytime in effect, to be exercisable solely for receive an option not later than February 28 of each year of the Term, commencing in 1999, each such number option to cover a minimum of 40,000 shares of Parent Revlon Common Stock as is Stock, to have a term of 10 years, to have an option exercise price equal to the number market price of shares of Company Revlon Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including on the date of grant. At , and otherwise to be on terms substantially the Effective Timesame as other senior executives of the Executive's level, (1) all references in provided that if the Company Stock Option Plans and in Term is to end pursuant to Section 2.2 otherwise than at a calendar year end, RCPC shall not be required to recommend that the related stock option agreements to be granted to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) Executive with respect to such final year of the Term cover more than that number of shares that is the product of multiplying the annual grant provided for above by a fraction of which the numerator is the number of days of the Term during such final year and the denominator is 365, and provided further that if the Term is to end pursuant to Section 4.4 on or before June 30, 2000, RCPC shall not be required to recommend that the stock option to be granted to the Executive with respect to the year 2000 cover more than 20,000 shares and if the Term so ends subsequent to the grant of options with respect to the year 2000, the Executive agrees to forfeit and surrender to the Company such portion of the stock option granted with respect to such year as covers more than 20,000 shares, and provided finally that this Section 3.3 shall not apply following a Triggering Event. In connection with any termination of the Executive's employment pursuant to Section 4.4, RCPC shall recommend to the Compensation Committee (or other committee of the Board of Directors at the time administering the Stock Plan) that all stock options then held by the Executive become immediately exercisable and remain so exercisable for a period of two years from the date of termination, whereupon any stock options still remaining outstanding and unexercised shall automatically terminate, provided that if the Executive violates Section 5.2 of this Agreement, in addition to all other rights and remedies of the Company the Executive agrees to forfeit and surrender to the Company all then outstanding stock options granted to the Executive in May 1999 covering 25,000 shares of Parent Revlon Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as pay over to the Company Options remain outstanding. None all after tax gain realized by the Executive upon any exercise of the Company Options are "incentive such May 1999 stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior On the Effective Date, Executive will be granted options to purchase Two Million Five Hundred Thousand (2,500,000) shares of common stock of the Company at an exercise price equal to $1.01 per share pursuant to the Effective TimeNon-Qualified Stock Option Agreement (the “Stock Option Agreement”) which is attached hereto as Exhibit B to the Agreement. THE SHARES ISSUABLE PURSUANT TO THIS AGREEMENT ARE SUBJECT TO AN OPTION TO REPURCHASE AND A RIGHT OF FIRST REFUSAL PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN AND THIS AGREEMENT IS ENTERED INTO PURSUANT THERETO. COPIES OF THE PLAN ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. SWIFT FOODS COMPANY 2002 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT July 1, 2005 Sxx Xxxxx c/o Swift Foods Company 1000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Re: Grant of Stock Option Dear Sxx: The Board of Directors of Swift Foods Company (the “Company”) has adopted the Company’s 2002 Stock Option Plan (the “Plan”) for certain individuals, directors and key employees of the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete its Related Entities. A copy of which has heretofore been provided the Plan is being furnished to Parent by you concurrently with the execution of this Option Agreement and shall be deemed a part of this Option Agreement as if fully set forth herein. The terms and provisions of that certain employment agreement between you and the Company, and dated as of May 26, 2005 (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Planany successor or replacement agreement, the "Company Stock Option Plans"“Employment Agreement”), a true and complete copy of which has heretofore been provided that relate to Parent or affect the Option are incorporated herein by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock reference. Terms not defined herein that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified are defined in the Company Option divided by Employment Agreement shall have the Exchange Ratio (rounded down to respective meanings set forth in the nearest whole cent)Employment Agreement. Such Company Option Terms not defined herein that are not defined in the Employment Agreement shall otherwise be subject to have the same respective meanings set forth in the Plan. In the event of any conflict or inconsistency between the terms and conditions (including provisions regarding vesting of this Option Agreement and the acceleration thereof) as in effect at terms and conditions of the Effective TimeEmployment Agreement, including the date terms and conditions of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company Employment Agreement shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codecontrolling.

Stock Options. Prior The Company agrees to grant to Employee as of the Effective Timedate of the execution of this Agreement, an option (the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) to purchase 100,000 shares of the Company's Amended Common Stock, par value $.10 per share. The Company acknowledges that such grant is a material inducement for Employee to enter into this Agreement and Restated 1997 Longessential to Employee for him to continue his employment with the Company. The Option will be granted pursuant to a separate option agreement entered into on the execution date of this Agreement, shall have an option exercise price per share equal to the closing price for the Company's Common Stock as reported by NASDAQ on the last trading day on which such stock was traded next preceding the date of such execution, and shall have a term of 10 years. The Option will consist entirely of "Incentive Stock Options" ("ISO") as defined in the Internal Revenue Code. The Option shall become exercisable in such number of approximately equal annual installments as is the smallest number of installments so that the number of the shares as to which the Option first becomes exercisable in each installment does not exceed the $100,000 limitation for ISO's, with the first such installment becoming exercisable by Employee on the date of such grant, and each succeeding installment becoming exercisable by Employee on succeeding anniversaries of such grant; PROVIDED, HOWEVER, that in the event that Employee's employment with the Company shall terminate for any reason prior to the Option's becoming exercisable in its entirety, the Option shall automatically become exercisable (and shall remain exercisable for at least a ninety-Term Incentive Plan (the "1997 Plan"day period following such termination of employment), without regard for the treatment of the entirety of the Option as an ISO, as to 25,000 shares for each Fiscal Year or fraction thereof that have elapsed between the Effective Date of this Agreement and the date of such termination. The Option shall be subject to any requirement of shareholder approval imposed by the National Association of Securities Dealers, Inc. as a true and complete copy condition to the continued quotation of which has heretofore been provided the Company's Common Stock on NASDAQ (including the National Market System thereof). The Company will have used its best efforts to Parent obtain such shareholder approval, if required, at the next annual meeting of the Company's shareholders following the Effective Date hereof. Notwithstanding the foregoing, in the event of Employee's termination as an employee of the Company, except as a result of the breach of any material term or condition hereof by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all any portion of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent Option not then exercisable shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeautomatically expire.

Stock Options. Prior to Xx. Xxxxxxxxx shall be granted the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase ------------- 400,000 shares of Company the Company's Common Stock (eachthe "Stock Options"), a "Company Option") under (1) at an exercise price per share equal to the fair market value of the Company's Amended and Restated 1997 Long-Term Incentive Plan (Common Stock on the "1997 Plan"), a true and complete copy date of which has heretofore been provided to Parent grant as determined by the Company, Board in its sole discretion. Such grant and determination shall be made no later than five (25) days after the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together date on which Xx. Xxxxxxxxx'x employment with the 1997 PlanCompany commences. To the extent possible, such option will be an incentive stock option. The Stock Options shall vest monthly at the rate of 1/48 per month; however, there shall be a twelve (12) month cliff, upon which the first 1/4 of the Stock Options shall vest. Upon the termination of Xx. Xxxxxxxxx'x employment in accordance with the provisions of Section 10, below, the "Company Stock Option Plans")Options shall vest as described in such provisions. Except as provided in Section 10, a true and complete copy of which has heretofore been provided to Parent by below, the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option Options shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations Stock Option Plan and the Company's standard incentive and non-statutory stock option agreements (the "Standard Agreements"), provided pursuant to the Company's Stock Option Plan. Xx. Xxxxxxxxx will be permitted to exercise the Stock Options in full prior to vesting in the underlying shares, subject to the Company's right to repurchase any unvested shares at Xx. Xxxxxxxxx'x original cost upon his termination of employment, as provided in the Standard Agreements. In addition, the Company shall permit Xx. Xxxxxxxxx to pay the option exercise price with respect a full recourse loan (secured by the shares acquired with the loan) at the lowest interest rate available to Company Options as so amendedavoid the imposition of imputed income under the tax laws to assist Xx. Promptly after Xxxxxxxxx to exercise the Stock Options. Such loan shall be repayable upon the earliest of: (i) the fifth year anniversary of the Effective Time, Date; (ii) the termination of Xx. Xxxxxxxxx'x employment for any reason; or (iii) the date twelve (12) months after Xx. Xxxxxxxxx is first eligible to the extent necessary to provide for registration of sell shares of Parent Common Stock subject to such Company Optionsthe Company's stock that he holds following an initial public offering of the Company's shares; provided, Parent shall file a registration statement on Form S-8 however, that in the event of Xx. Xxxxxxxxx'x termination without Cause or resignation for Good Reason or termination by reason of death or Disability (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor formas defined below), including such loan shall be repayable upon the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None earlier of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeevents stated in clauses (i) or (iii) immediately preceding.

Stock Options. Prior to At the Effective Time, the Company and Parent shall take such action as may be necessary all rights with respect to cause each unexpired and unexercised option to purchase shares of Company Common Stock under each option issued by the Company then outstanding (each, a "Company Option") under (1) the Company's Amended shall be converted into and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided become rights with respect to Parent by the CompanyCommon Stock, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together Parent shall assume each such Company Option in accordance with the 1997 Planterms and conditions (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms and conditions of the stock option agreement by which it is evidenced. From and after the Effective Time, the "(i) each Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to assumed by Parent by the Company, to may be exercisable exercised solely for such shares of Parent Common Stock, (ii) except that the number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Common Stock Exchange Ratio and rounding up to the nearest cent, (iv) each Company Option shall be fully vested and immediately exercisable and (v) any restriction on the exercise of any such Company Option, other than any vesting provisions as provided in clause (iv). Such , shall continue in full force and effect and the term and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 1.5(f) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Each Company Stock Option Plans and in the related which is an incentive stock option agreements to within the Company meaning of Code Section 422(b) shall be deemed to refer to Parent and (2) Parent shall assume all adjusted as required by Section 424 of the Company's obligations with respect Code, and the Treasury Regulations promulgated thereunder (including Proposed Treasury Regulations published in June of 2003), so as to Company Options continue as an incentive stock option under Section 424(a) of the Code, and so amendedas not to constitute a modification, extension, or renewal of the option within the meaning of Section 424(h) of the Code. Promptly after the Effective Time, Parent has reserved and shall continue to the extent necessary to provide for registration of reserve adequate shares of Parent Common Stock subject to such for delivery upon exercise of any assumed Company Options. As provided in Section 5.15, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such the shares of Parent Common Stock subject to assumed Company Options and shall use its best commercially reasonable efforts to maintain the effectiveness of such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the such assumed Company Options remain outstanding. None As soon as practicable after the Effective Time, Parent shall issue to each Person who immediately prior to the Effective Time was a holder of an outstanding Company Option a document evidencing Parent's assumption of the Company Option. For purposes of this Agreement, "in-the-money Company Options" shall mean all Company Options are "incentive stock options" within the meaning with an exercise price less than $1.00 per share of Section 422 of the CodeCompany Common Stock.

Stock Options. Prior Each option to purchase shares of Fourth Shift Common Stock (a "Fourth Shift Option") outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. At the Effective Time, AremisSoft shall assume each Fourth Shift Option by virtue of the Merger and without any further action on the part of Fourth Shift or the holders thereof. AremisSoft shall assume each such option in such manner that AremisSoft (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to any such Fourth Shift Option, would be such a corporation were Section 424 of the Code applicable to such Fourth Shift Option. From and after the Effective Time, all references to "Fourth Shift" in the Fourth Shift Options and the related stock option agreements shall be deemed to refer to "AremisSoft." After the Effective Time, each Fourth Shift Option assumed by AremisSoft shall be exercisable upon the same terms and conditions as were in effect under the Fourth Shift Options and the related option agreements immediately prior to the Effective Time, the Company and Parent except that (i) each Fourth Shift Option shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such that whole number of shares of Parent AremisSoft Common Stock as is (rounded down to the nearest whole share) equal to the number of shares of Company Fourth Shift Common Stock that could have been purchased under subject to such Company Fourth Shift Option immediately prior to the Effective Time divided by 6.14159, and (ii) the option price per share of AremisSoft Common Stock shall be an amount equal to the option price per share of Fourth Shift Common stock subject to such Fourth Shift Option in effect immediately prior to the Effective Time multiplied by 6.14159 (the Exchange Ratio (option price per share, as so determined, being rounded upward to the nearest whole number of shares of Parent Common Stockfull cent), at a price per share and (iii) any and all outstanding and unvested Fourth Shift Options, or any portion thereof, shall be accelerated and deemed fully vested as of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior to the Effective Time, the Company and Parent shall take such action actions with respect to each stock option (each, an "Existing Company Options") set forth in Schedule 3.03 of the volume of disclosure schedules delivered by the Company to Parent on October 10, 1995 (the "Company Disclosure Volume") as may be necessary to cause each unexpired and unexercised option such Existing Company Option to purchase shares of Company Common Stock be assumed by Parent (eachsuch options after such assumption, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 PlanAssumed Options"), a true subject to the amendments described in this Section 2.04. Each Assumed Option shall continue to have, and complete copy be subject to, the same terms and conditions (including, without limitation, the applicable vesting schedule, as modified to reflect the change in the number of shares covered by such option as described herein) as set forth in the stock option plan and agreement (as in effect immediately prior to the Effective Time) pursuant to which has heretofore been provided such Existing Company Option was issued, except that (i) all references to the Company shall be deemed to be references to Parent by the Company(or, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Planrespect to employment, the "Company Stock Option Plans"Parent or its subsidiaries), a true and complete copy of which has heretofore been provided to Parent by the Company, to (ii) each option shall be exercisable solely for such that number of whole shares of Parent Common Stock as is equal to the product of the number of shares of Company Common Stock that could have been purchased under covered by such Company Option option immediately prior to the Effective Time multiplied by the Exchange Ratio (and rounded down to the nearest whole number of shares of Parent Common Stock), at a Stock and (iii) the exercise price per share of Parent Common Stock under such option shall be equal to the per-share option exercise price specified in per share of Company Common Stock under the Existing Company Option divided by the Exchange Ratio (and rounded down to the nearest whole cent). Such The adjustment provided herein with respect to any Existing Company Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Assumed Options pursuant to this Section 2.04 and (ii) promptly after the Effective Time issue to each holder of an outstanding Existing Company Option shall otherwise be subject to a document evidencing the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to assumption by Parent and (2) Parent shall assume all of the Company's obligations with respect thereto under this Section 2.04. Nothing in this Section 2.04 shall affect the schedule of vesting with respect to Company Stock Options to be assumed by Parent as so amendedprovided in this Section 2.04. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 with the Securities and Exchange Commission (or any successor formthe "SEC") with respect to such covering the shares of Parent Common Stock and to be issued upon exercise of the Assumed Options, shall use its reasonable best efforts to maintain cause such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for to become and remain effective so long as the Company Options remain outstanding. None of the Company any Assumed Options are "incentive stock options" within the meaning outstanding, and shall reserve a sufficient number of Section 422 shares of the CodeParent Common Stock for issuance upon exercise thereof.

Stock Options. Prior to At the Effective Acceptance Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised outstanding option to purchase shares of Company Common Stock Shares (each, a "“Company Option"”) under any employee stock option or compensation plan or arrangement of the Company or otherwise (1) other than the Company's ESPPs), but including, without limitation, the 1997 Incentive and Non-Qualified Stock Option Plan, the 1999 Incentive and Non-Qualified Stock Option Plan, the Amended and Restated 1997 Long-Term Stock Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Non- Qualified Stock Option Plan for Former Employees of Gilead Sciences, Inc. and the Stock Incentive Plan for Pre-Merger Employees of Eyetech Pharmaceuticals, Inc. (collectively, the “Equity Compensation Plans"”), shall by virtue of the occurrence of the Acceptance Time and without any action on the part of any holder of any Company Option be cancelled and the holder thereof will receive a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is cash payment with respect thereto equal to the number product obtained by multiplying (a) the excess, if any, of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by Offer Price over the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a exercise price per share of Parent Common Stock equal to such Company Option, by (b) the per-share option number of Shares issuable upon exercise price specified in the of such Company Option divided (the “Option Cash Payment”). Parent and the Surviving Corporation or the Company, as applicable, shall use their respective commercially reasonable best efforts to cause the cash payments required pursuant to this Section 6.10(a) to be paid as soon as practicable after the Acceptance Time in accordance with the currently existing payroll practices of the Company. All amounts payable pursuant to this Section 6.10(a) shall be subject to and reduced by the Exchange Ratio (rounded down amount of any withholding and/or deduction that is required under applicable Tax Law in accordance with Section 3.2(i) of this Agreement. As of the Acceptance Time, all Company Options shall no longer be outstanding and shall automatically cease to the nearest whole cent). Such exist, and each holder of a Company Option shall otherwise be subject cease to have any rights with respect thereto, except the same terms and conditions (including right to receive the Option Cash Payment. In order to effect the provisions regarding vesting and the acceleration thereof) as in effect at the Effective Timeof this Section 6.10(a), including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed permitted to refer to Parent and (2) Parent shall assume fully accelerate the vesting of all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, at such time prior to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent Acceptance Time as shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as be determined by the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codein its sole discretion.

Stock Options. Prior (a) Parent and the Company shall take such commercially reasonable actions as are necessary to provide that (i) at the Effective Time each outstanding Company Stock Option (as defined in Section 3.2(a)) shall be adjusted in accordance with the terms thereof and this Agreement to be exercisable to purchase shares of Parent Common Stock as provided below and (ii) except as otherwise provided for in this Agreement or in option grants to non-employee directors of the Company, or as agreed to in writing by Parent, the vesting of exercisability of any Company Stock Option shall not be accelerated due to the Merger or this Agreement. Following the Effective Time, each Company Stock Option shall continue to have, and shall be subject to, the same terms and conditions (including vesting and transfer restrictions) set forth in the Company Option Plans (as defined in Section 3.2(a)) or any other agreement pursuant to which such Company Stock Option was subject immediately prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause except that (i) each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to shall be exercisable solely for such that number of shares of Parent Common Stock as is equal to the product of (x) the aggregate number of shares of the Company Common Stock that could have been purchased under for which such Company Stock Option was exercisable and (y) the Exchange Ratio, rounded down to the nearest whole share, if necessary, (ii) the per share exercise price of such Company Stock Option shall be the exercise price immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down up to the nearest whole cent). Such Company Option shall otherwise be subject to ) and (iii) in the same terms and conditions event an optionee's (including provisions regarding vesting and other than David Saperstein's) employment is terminated by the acceleration thereofSurviving Corporxxxxx xx xxx xx xxs affiliates without "cause" (as defined in the optionee's option agreement) as in effect at within three years following the Effective Time, including Parent shall cause any unvested options held by the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements optionee which were granted pursuant to the Company shall be deemed Option Plans prior to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, Time to the extent necessary immediately vest. The adjustments provided herein to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options options which are "incentive stock options" within the meaning of options (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code.

Stock Options. Prior (i) The Corporation acknowledges that (x) the Board on December 21, 1995 awarded the Executive, subject to the Effective Timeshareholder approval, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase stock options covering an aggregate of 300,000 shares of Company Common Stock $.01 par value, of the Corporation (each, a "Company OptionCommon Stock") under and (1y) such award was approved by all requisite action at a special meeting of shareholders of the Company's Amended Corporation held on February 16, 1996. In each calendar year during the term of this Agreement these options shall vest and Restated 1997 Long-Term become exercisable in the maximum amount that can vest and become exercisable and also qualify as an Incentive Plan Stock Option ("Incentive Stock Options") as defined in Section 422(b) of the Internal Revenue Code of l986, as amended (the "1997 PlanCode"). These options are intended to qualify as Incentive Stock Options and shall be deemed to have been granted under the 1995 Stock Option Plan of the Corporation and shall be governed by the terms and provisions of such plan except as inconsistent with the terms and provision of this Agreement in which event the terms and provisions of this Agreement shall govern and control to the extent such terms and provisions do not adversely affect the status of such options as Incentive Stock Option. The options granted hereunder not qualifying as Incentive Stock Option shall be nonqualified options not granted under any plan of the Corporation. The options once vested shall remain exercisable until the tenth (10th) anniversary of the date of grant except as provided in Paragraph 6 (v) and will be non-transferable inter vivos except to or for the benefit of members of the Executive's immediate family and will be transferable upon the Executive's death by will or other testamentary disposition or by any applicable statute in the event of intestacy. The Executive's immediate family shall mean and include the Executive and his spouse, their issue, their parents, their siblings, the descendants of their siblings and the spouse of each of the foregoing. The nonqualified options shall vest on December 21, 2000 (the "Normal Vesting Date"); PROVIDED, HOWEVER, that the vesting of such option may be accelerated as follows: (x) 75,000 of the nonqualified options will become fully vested at such times as average Per Share Closing Price of the Common Stock for ten trading days during a period of twenty consecutive trading days equals or exceed $10.25 (the "First Accelerated Vesting Date"), (y) 100,000 of the nonqualified options will become fully vested at such times as average Per Share Closing Price of the Common Stock for ten trading days during a true and complete copy period of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan twenty consecutive trading days equals or exceed $12.25 (the "1999 Plan," Second Accelerated Vesting Date") and together with (z) 125,000 of the 1997 Plannonqualified options will become fully vested at such times as average Per Share Closing Price of the Common Stock for ten trading days during a period of twenty consecutive trading days equals or exceed $14.25 (the "Third Accelerated Vesting Date"). The per share exercise price of each of the foregoing options shall be $8.87, the "Company Stock Option Plans"), a true and complete copy fair market value of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including on the date of grant, to wit, December 21, 1995. At the Effective Timeoption of the Executive, (1) all references or any portion of the exercise price of any option may be paid by surrendering options for cancellation in which event the Executive will receive credit against the exercise price of options to be exercised in the Company Stock Option Plans amount of the difference between the exercise price of the option so surrendered and in the related stock option agreements then Per Share Closing Price of the shares subject to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock surrendered options" within the meaning of Section 422 of the Code.

Stock Options. Prior (a) Subject to Section 5.5(b), at the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded rounding down to the nearest whole cent). Such share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise be subject remain unchanged; PROVIDED, HOWEVER, that (A) in accordance with the terms of those certain agreements between the Company and each of the individuals identified on Part 2.17(k) of the Company Disclosure Schedule, certain unvested Company Options referred to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) therein shall become immediately exercisable as in effect at of the Effective Time, including the date of grant. At and (B) each Company Option assumed by Parent in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file with the SEC, no later than 10 days after the date on which the Merger becomes effective, a registration statement on Form S-8 (or any successor form) with respect relating to such the shares of Parent Common Stock and shall use its best efforts issuable with respect to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of assumed by Parent in accordance with this Section 422 of the Code5.5(a).

Stock Options. Prior to (a) At the Effective Time, each outstanding option to purchase Shares (each “Company Stock Option” and, collectively, “Company Stock Options”) issued pursuant to the Company and Parent Company’s 1994 Long-Term Incentive Plan, Non-Employee Directors’ Stock Plans, or other agreement or arrangement, whether vested or unvested, shall take such action be converted as may be necessary to cause each unexpired and unexercised option of the Effective Time into options to purchase shares of Company Parent Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of in accordance with this Section 1.11. All plans or agreements described above pursuant to which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "any Company Stock Option has been issued or may be issued are referred to collectively as the “Company Plans").” At the Effective Time, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions (but taking into account any changes thereto, including any acceleration in the vesting or exercisability of such option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement provided for in such option or the applicable plan with respect thereto) as were applicable to such Company Stock Option, a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Parent Common Stock that could the holder of such Company Stock Option would have been purchased under entitled to receive pursuant to the Merger had such Company Option holder exercised such option in full immediately prior to the Effective Time multiplied by the Exchange Ratio (Time, rounded down to the nearest whole number of shares of Parent Common Stock)share, at a price per share of Parent Common Stock equal to (i) the per-share option aggregate exercise price specified in for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (ii) the product of (A) the number of Shares otherwise purchasable pursuant to such Company Stock Option multiplied by (B) the Exchange Ratio (Ratio, rounded down up to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time; provided, including the date of grant. At the Effective Timehowever, (1) all references that in the Company Stock Option Plans and in the related stock case of any option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all which Section 421 of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration Code applies by reason of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of qualification under Section 422 of the Code (“incentive stock options” or “ISOs”) Parent may cause the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option to be determined so as to comply with Section 424(a) of the Code.

Stock Options. Prior Notwithstanding anything to the Effective Timecontrary contained within this Consulting Agreement, the Employment Agreement or the Option Agreement described on Exhibit "A" to the Employment Agreement, (hereinafter "Option Agreement"), or the Stock Option Agreement, dated as of January 21, 1999 (hereinafter the "Additional Option Agreement") the Company and Parent shall take such action as may be necessary to cause each unexpired the Executive hereby agree (a) that Section 3.1(a) and unexercised option to purchase shares of Company Common Stock (each, a "Company Option"Sections 3.3(b) under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2c) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective TimeOption Agreement are hereby clarified and, to the extent necessary necessary, modified, to provide state that those options that have been granted and which are exercisable as of January 19, 2000 (namely 276,750 shares) shall continue to be exercisable until 90 days after the termination of this Consulting Agreement, but that no additional options will become exercisable at any time, (b) that Section 3.1(a) and Sections 3.3(b) and (c) of the Additional Option Agreement are hereby clarified and, to the extent necessary, modified to state that those options that have been granted and which are exercisable as of January 19, 2000 (namely 19,110 shares) shall continue to be exercisable until 90 days after the termination of this Consulting Agreement, but that no additional options will become exercisable at any time, and (c) that notwithstanding any provisions of the Option Agreement or the Additional Option Agreement, options that have been granted but are not exercisable as of January 19, 2000 under Section 3.1(a) of both the Option Agreement or the Additional Option Agreement shall terminate as of the first day of this Consulting Agreement. Nothing contained herein, however, shall require that such provision be included in any subsequent option agreement that may be entered into between the Company and the Executive. This Section 3(d) is intended to supercede the provisions of Section 3.3(a) of the Option Agreement and the Additional Option Agreement, respectively. Company agrees (a) that the relationship established by this Agreement constitutes the "simultaneous establishment of a consulting relationship" between the Company and the Executive as described in the Option Agreement and the Additional Option Agreement, and (b) to process Executive's exercise of options in the same fashion and as expeditiously as it normally processes similar actions for registration other persons. To the extent that registered shares are available for issuance upon exercise of the option, Company will issue registered shares to Executive. Executive further agrees that to the extent he anticipates entering into the market to sell any of Parent Common Stock subject to such the shares received upon exercise, that he will consult with and cooperate with reasonable requests of the Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) the Company's designated investment banker with respect to the timing and amount of such shares of Parent Common Stock and shall use its best efforts sales in order to maintain avoid any adverse market affect from such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codedispositions.

Stock Options. Prior to At the Effective Time, the all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock)Ratio, at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded rounding down to the nearest whole centshare (with cash, less the applicable exercise price (as adjusted as set forth in clause "(iii). Such " of this sentence), being payable for any fraction of a share), (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest hundredth of a cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed pursuant to this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at Effective Time. After the Effective Time, including Parent will deliver to each holder of an outstanding Company Option a notice describing the date assumption of grantsuch Company Option. At Parent agrees to file with the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements SEC a Registration Statement on Form S-8 relating to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) issuable with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the assumed Company Options remain outstanding. None of no later than the Company Options are "incentive stock options" within business day immediately following the meaning of Section 422 of the CodeClosing Date.

Stock Options. Prior to The parties acknowledge that options (the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option "Original Options") to purchase 215,054 shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term common stock, par value $.001 ("Common Stock"), were granted to Employee under the 1996 CS Wireless Systems, Inc. Incentive Plan Stock Plan, as amended from time to time (the "1997 Plan"). The parties further acknowledge that of the Original Options, a true options to purchase 172,044 shares of Common Stock, at an exercise price of $6.50 per share, are fully vested (the "Remaining Options") and complete copy the balance of the Original Options, which has heretofore been provided represent options to Parent purchase 43,010 shares of Common Stock, are hereby surrendered by Employee to the Company. The Remaining Options shall continue to be governed by the Plan. The Plan is the same as that which covers all senior executives of the Company, and (2) any amendments to the Plan will be applicable to Employee. On the first anniversary of the date of this Agreement, Employee shall have the option, provided the Company's 1999 Long-Term Incentive Plan (common stock is not then publicly traded and the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share quoted on any applicable exchange or over-the-counter is greater than $9.50, to (i) hold the Remaining Options, in which event the Remaining Options shall be exercisable until the five-year anniversary of Parent Common Stock equal this Agreement in accordance with the Plan, or (ii) deliver written notice ("Election Notice") to the per-share option exercise price specified Company of his election to cancel all, but not part of, the Remaining Options in consideration for payment by the Company Option divided of $500,000; upon delivery of such payment, the options shall lapse without further action. The Election Notice must be received by the Exchange Ratio (rounded down to Company during regular business hours on or before the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including first anniversary of the date of grantthis Agreement or shall not be effective; provided, however, that if such date falls on a Saturday, Sunday or legal holiday, then the date on which the Election Notice must be received is on the first business day thereafter. At The Company shall pay $500,000 (less applicable taxes) within ten (10) days of its receipt of an effective Election Notice. Except as otherwise amended by this PARAGRAPH 3, the Effective Time, (1) all references in the Company Stock Option Plans Agreement shall remain in full force and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codeeffect.

Stock Options. Prior to At the Effective Time, the Company's obligations with respect to each outstanding Company and Parent shall take such action Stock Option (as may be necessary to cause each unexpired and unexercised option defined in Section 3.3) to purchase shares of Company Common Stock, as amended in the manner described in the following sentence, shall be assumed by Red Cannxx. Xxe Company Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided Options so assumed by Red Cannxx xxxll continue to Parent by the Companyhave, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Planbe subject to, the "same terms and conditions as set forth in the stock option plans and agreements pursuant to which such Company Stock Options were issued and any other agreements evidencing such options, as in effect immediately prior to the Effective Time, except that from and after the Effective Time each such Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to shall be exercisable solely for such that number of whole shares of Parent Common Red Cannxx Xxxmon Stock as is equal to the product of the number of shares of Company Common Stock that could have been purchased under covered by such Company Option option immediately prior to the Effective Time multiplied by the Exchange Ratio (and rounded up to the nearest whole number of shares of Parent Common Red Cannxx Xxxmon Stock), at a with an exercise price per share equal to the exercise price per share of Parent Common Stock equal such option immediately prior to the per-share option exercise price specified in the Company Option Effective Time divided by the Exchange Ratio (rounded down Ratio; PROVIDED, HOWEVER, that in the case of any option to which Section 421 of the nearest whole cent). Such Company Option shall otherwise be subject to Code applies by reason of its qualification under any of the same requirements of Section 421 of the Code, the option price, the number of shares purchasable pursuant thereto and the terms and conditions of exercise thereof shall be determined in order to comply with Section 424(a) of the Code. Red Cannxx xxxll (including provisions regarding vesting and i) reserve for issuance the acceleration thereofnumber of shares of Red Cannxx Xxxmon Stock that will become issuable upon the exercise of such Company Stock Options pursuant to this Section 2.4, (ii) as in effect at promptly after the Effective Time, including the date Time issue to each holder of grant. At the Effective Time, (1) all references in the an outstanding Company Stock Option Plans and in a document evidencing the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of assumption by Red Cannxx xx the Company's obligations with respect to Company Options as so amended. Promptly thereto under this Section 2.4, and (iii) promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall prepare and file a registration statement on Form S-8 (or any successor formor other appropriate forms) with respect to such the shares of Parent Common Red Cannxx Xxxmon Stock subject to such Company Stock Options and shall use its best efforts to maintain the effectiveness of such registration statement (or any successor form), including and maintain the current status of any related the prospectus or prospectuses, contained therein) for so long as such options remain outstanding and cause such shares to be approved for quotation on Nasdaq. Nothing in this Agreement shall accelerate the exercisability or affect the schedule of vesting with respect to the Company Stock Options remain outstanding. None of or, except as set forth on SCHEDULE 4.2, the Company Red Cannxx Xxxck Options are "incentive stock options" within the meaning of (as defined in Section 422 of the Code4.2).

Stock Options. Prior Subject to the Effective Timeprovisions of this paragraph, the Compensation and Organization Committee of the Board (the "Compensation Committee") by its approval and adoption of this Agreement, as noted below, does hereby accelerate vesting (to the extent not already vested) of the following nonqualified stock options heretofore granted to Stauth under the Xxxxxxg Companies, Xxx. 1990 Stock Option Plan (the "1990 SOP") and permit Stauth (or his exxxxxxx or personal representative, as applicable) to exercise and purchase during the two-year period from July 18, 1998 through July 17, 2000 (the "Exercise Period") all or any part of the shares subject to such stock options: Number of Options Exercise Price 30,000 $24.9375 Provided, however, if, upon advice of counsel the Compensation Committee determines it cannot or if it elects not to amend the 1990 SOP to provide for extension of the exercise of the referenced options through July 17, 2000, the Company shall notify Stauth of such dexxxxxxation and Parent shall take such action nonetheless pay Stauth the differxxxx xetween the exercise price and the fair market value of the Company common stock on the Exercise Date (herein referred to as the "Spread"). At any time during the Exercise Period, Stauth may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock select xxx xay (each, a the "Company OptionExercise Date") under (1) as of which he shall be entitled to be paid the Spread by the Company; provided, however, that prior to 9:00 a.m., central time, on the day following the Exercise Date, Stauth shall notixx xxx Company of his election to exercise the stock options by receiving payment of the Spread. In the event of Stauth's Amended death, sxxx xxxxt shall vest in Stauth's executor xx xxxxonal representative. The payment of the Spread shall be made within five (5) days after the notice of election to receive the Spread. Likewise, the Compensation Committee, by its approval and Restated 1997 Long-Term adoption set out below, does hereby accelerate vesting (to the extent not already vested) of the following nonqualified stock options heretofore granted to Stauth under the Xxxxxxg Companies, Xxx. 1996 Stock Incentive Plan (the "1997 Plan1996 SIP")) and permit Stauth (or his exxxxxxx or personal representative, a true as applicable) to exercise and complete copy purchase during the two-year period from July 18, 1998 through July 17, 2000 all or any part of which has heretofore been provided the shares subject to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy such stock options: Number of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal Options Exercise Price 30,000 $19.7500 30,000 $16.3750 30,000 $17.5000 Notwithstanding anything to the number contrary in each of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related nonqualified stock option agreements to that Stauth and the Company shall be deemed to refer to Parent and (2) Parent shall assume all of Coxxxxx have executed representing the Company's obligations with respect to Company Options as so amended. Promptly after stock options described in this paragraph 3 granted under the Effective Time1996 SIP, to the extent necessary such agreements are hereby amended to provide for registration of shares of Parent Common Stock subject to that such Company Options, Parent shall file a registration statement on Form S-8 nonqualified stock options are exercisable in whole or in part by Stauth (or any successor formhis exxxxxxx or personal representative) during the two-year period from July 18, 1998 through July 17, 2000. Such option agreements, as herein modified, shall continue in full force and effect in accordance with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codetheir terms.

Stock Options. Prior (a) Parent shall not assume or otherwise replace any Company Options, whether vested or unvested, in connection with the transactions contemplated hereby. At the Effective Time, each Company Option that is outstanding, unexercised and unexpired as of immediately prior to the Effective Time, whether vested or unvested, shall be accelerated in full, cancelled and converted into and represent (A) the right to receive, in accordance with the Company and Parent shall take Option Termination Agreement (as defined below), an amount in cash, without interest, equal to (x) the Per Share Amount, minus the exercise price per share attributable to such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option", minus the Working Capital Escrow Contribution Amount, multiplied by (y) under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior Option, plus (B) the right to receive, in accordance with this Agreement and in connection with any cash disbursements required to be made from the Effective Time Working Capital Escrowed Funds, an amount in cash equal to (i) the Per Share Working Capital Disbursement Amount for such disbursements, multiplied by (ii) the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company OptionsOption, Parent shall file plus (C) the right to receive in accordance with the Tax Sharing Provisions, in respect of each cash disbursement of any Tax Benefit Payment satisfied prior to the fifth (5th) anniversary of the Closing Date, an amount in cash equal to (1) the Per Share Tax Benefit Amount for such disbursement of a registration statement on Form S-8 Tax Benefit Payment, multiplied by (or any successor form2) the number of shares of Company Common Stock subject to such Company Option (it being acknowledged and agreed that no Tax Benefit Payment will be made with respect to any Company Option on or after the fifth (5th) anniversary of the Closing). Subject to the terms and conditions hereof, (X) the amount payable pursuant to clause (A) of the preceding sentence shall be paid by Parent to each Holder of Company Options promptly following the Effective Time by distributing such shares amount to such Holder through the Company’s normal payroll procedures, (Y) any amount payable pursuant to clause (B) of the preceding sentence shall be paid by Parent Common Stock to each Holder of Company Options in accordance with Section 1.11 by distributing such amount to such Holder through the Company’s normal payroll procedures, and (Z) any amounts payable pursuant to clause (C) of the preceding sentence shall use its best efforts be paid by Parent to maintain each Holder of Company Options in accordance with Section 1.12 by distributing such registration statement (or any successor form)amount to such Holder through the Company’s normal payroll procedures; provided that, including the current status of any related prospectus or prospectusesin each case, for so long as such Holder has executed and delivered the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Option Termination Agreement pursuant to Section 422 of the Code1.7(b).

Stock Options. Prior to the Effective TimeAs of August 22, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan 2005 (the "1997 PlanGrant Date"), you shall be granted a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Longnon-Term Incentive Plan qualified stock option (the "1999 Plan," Extension Options") to purchase 1,686,581 shares of Common Stock, pursuant to the terms and together with conditions of the 1997 Plan, Stock Incentive Plan and a written Stock Option Agreement to be entered into by and between you and the Company (the "Company Extension Stock Option PlansAgreement"), a true which, except as otherwise provided in this Section 5, shall be substantially identical to the Retention Stock Option Agreement. For purposes of the Employment Agreement (including without limitation Sections 7 and complete copy 11 thereof), the Extension Options shall be treated identically to the Retention Options. The Extension Options shall have an exercise price equal to the fair market value per share of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal of the Grant Date and shall have a term of 10 years. The Extension Options shall become exercisable in three cumulative installments as follows: (a) the first installment shall consist of 25% of the shares of Common Stock covered by the Extension Options and shall become vested and exercisable on the fourth anniversary of the Grant Date; (b) the second installment shall consist of 25% of the shares of Common Stock covered by the Extension Options and shall become vested and exercisable on the fifth anniversary of the Grant Date; and (c) the third installment shall consist of 50% of the shares of Common Stock covered by the Extension Options and shall become exercisable on the sixth anniversary of the Grant Date; provided, that, except as otherwise provided in Section 7 of the Employment Agreement or the Extension Stock Option Agreement, no portion of the Extension Options not then exercisable shall become exercisable following your termination of employment for any reason. (For the avoidance of doubt, if your employment shall terminate by reason of your Disability or death, then Section 7(d) of the Employment Agreement shall apply to the number Extension Options.) You and the Company acknowledge and agree that the Extension Options shall not provide for the grant of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified any "Restoration Options" as defined in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeIncentive Plan.

Stock Options. Prior to At the Effective Time, the each outstanding option (a “Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option Option”) to purchase shares of Company Common Stock (each, a "Company Option") under (1) issued pursuant to the Company's Amended and Restated 1997 Long-Term ’s 2006 Stock Incentive Plan (the "1997 “Stock Plan"”), a true which is vested at the Effective Time, shall be assumed by Parent, on the same terms and complete copy of which has heretofore been provided conditions as were applicable under the Stock Plan immediately prior to Parent by the CompanyEffective Time, and except that: (2i) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal subject to each Company Option shall be determined by multiplying the number of shares of Company Common Stock that could have been purchased under were subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Option Conversion Ratio (rounded as defined below), and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock), at a price ; and (ii) the per share exercise price for the shares of Parent Common Stock equal to the per-share option issuable upon exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such of each Company Option shall otherwise be determined by dividing the per share exercise price of Company Common Stock subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) such Company Option, as in effect at immediately prior to the Effective Time, including by the date of grant. At Option Conversion Ratio; provided, however, that the Effective Time, (1) all references in exercise price and the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration number of shares of Parent Common Stock subject to each Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code to the extent applicable; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option price, the number of shares subject to such Company OptionsOption and the terms and conditions of exercise of such Company Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption of such Company Option; provided, however, the Company Options that are accelerated at the Effective Time as a result of the Merger, as set forth in Schedule 2.3(a), shall be immediately exercisable after the Effective Time. Any Company Option that has not fully vested at the Effective Time will not be assumed by Parent and shall be terminated prior to the Effective Time. The “Option Conversion Ratio” shall be equal to .74599 (subject to adjustment at or prior to Closing to reflect vesting of additional Company Options and the issuance of any shares of Company Common Stock, whether by exercise of Company Options or otherwise, after the date hereof and prior to Closing). Notwithstanding anything to the contrary set forth herein or on Schedule 1.5(a), the Merger Consideration shall consist of an aggregate of 12,500,000 shares of Parent Common Stock which will include the conversion of all shares of Company Capital Stock and the reservation of all shares of Parent Common Stock required for assumption of the Company Options that have vested at the Effective Time. Parent shall reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Options assumed by Parent, which, as of the date hereof, are as set forth on Schedule 1.5(a) (such Schedule to be amended at or prior to Closing to reflect the issuance of any shares of Company Common Stock, whether by exercise of Company Options or otherwise, after the date hereof and prior to Closing). Within sixty days following the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such the shares of Parent Common Stock subject to such Company Option held by persons who become employees or consultants of the Surviving Company and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (or any successor form), including and maintain the current status of any related the prospectus or prospectuses, prospectuses contained therein) for so long as the such Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior In connection with the execution of the Employment Agreement, Ross was granted stock options to purchase 300,000 shares of the Effective Time, common stock of the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares (the "Option Shares") at an exercise price of Company Common $11.00 per share (the "Stock (each, a "Company OptionOptions") under (1) the Company's Amended and Restated 1997 Long-Term Incentive 1995 Stock Option Plan (the "1997 Plan"), ) and pursuant to a true Stock Option Agreement between Ross and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan dated May 23, 1997 (the "1999 PlanStock Option Agreement"). The Company hereby agrees that irrespective of any term or condition of the Plan or the Stock Option Agreement to the contrary, effective as of the date hereof, the Stock Options that are not vested and exercisable as of such date shall be vested and exercisable and Ross shall be entitled to exercise all of the Stock Options until the close of business on January 10, 2000 (the "Sale Period") without regard to the vesting criteria otherwise contained therein; provided, however, that Ross shall not sell the Option Shares purchased upon exercise of the Stock Options in an amount exceeding 25,000 shares per week (the "Weekly Limit") and 50,000 shares per month (the "Monthly Limit," and together with the 1997 PlanWeekly Limit, the "Company Stock Option PlansLimits"); provided further, a true however, that (x) the Monthly Limit shall terminate and complete copy be of which has heretofore been provided no further force or effect upon the earlier to Parent by the Companyoccur of October 1, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting 1999 and the acceleration thereofoccurrence of a Change of Control and (y) as in the Limits shall terminate and be of no further force or effect upon the occurrence of a Change of Control. The Company agrees that at all times during the Effective TimeSale Period, including the date acquisition by Ross of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company Shares shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file registered under a registration statement on Form S-8 or other appropriate form (a "Registration Statement") filed with and declared effective by the Securities and Exchange Commission (the "SEC") and the Company shall take all action that may be necessary to (i) cause the Registration Statement to comply with all applicable laws and regulations and (ii) permit the sale by Ross, without any limitation as to volume (other than as set forth in this Section 2.3 or any successor form) with respect which may be applicable to such shares "affiliates" pursuant to Rule 144 promulgated under the Securities Act of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form1933), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within Option Shares. To the meaning extent that a Registration Statement is not effective or does not contain all information required to be disclosed therein at any time during the Sale Period, the Sale Period shall be extended by the number of Section 422 of the Codedays during such period that such Registration Statement was not effective or did not contain all information required to be disclosed therein.

Stock Options. Prior to On or as soon as practicable following the Effective Timedate on which this Agreement is actually executed, the Company and Parent shall take such action as may be necessary will grant Xx. Xxxxx an option (the “2006 Option”), pursuant to cause each unexpired and unexercised option the Company’s 1997 Stock Plan, to purchase an aggregate of 80,000 shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan")’s Common Stock, a true and complete copy of which has heretofore been provided to Parent by the Company$.01 par value per share, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is at an exercise price equal to the number fair market value of such shares as of Company Common Stock that could have been purchased under the date of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall grant and otherwise be subject to on substantially the same terms and conditions (including provisions regarding vesting as the option evidenced by the Non-Qualified Stock Option Agreement dated February 16, 2005 between the Company and the acceleration thereof) as in effect at the Effective TimeXx. Xxxxx, including the date of grant. At the Effective Time, except that (1) all references in the Company Stock terms of the 2006 Option Plans and in shall specify that the related stock option agreements 2006 Option, to the Company extent that it shall be deemed to refer to Parent have become exercisable during the Employment Period, shall remain exercisable throughout the Consulting Period; and (2) Parent all such options shall assume vest upon a change of control. The 2006 Option and all other options to purchase Company stock previously granted to Xx. Xxxxx (collectively, the “Options”) shall continue to be and become exercisable in accordance with the terms of the Company's obligations agreements (the “Option Agreements”) evidencing such Options and Xx. Xxxxx will continue to be able to exercise each such Option in accordance with the terms of the applicable Option Agreement until the earlier of (1) the expiration of the general term of the Option as set forth in the applicable Option Agreement (prior to the amendment thereto to comply with this Section 3(c)) or (2) the later of the 15th day of the third month following the date at which, or December 31 of the calendar year in which, such Option would otherwise have ceased to be exercisable in accordance with the terms of the Option Agreement. Although the period during which vested Options may be exercised may be extended pursuant to this Paragraph 3(c), nothing in this Paragraph 3(c) shall be construed to mean that the vesting or exercisability of any Options will be accelerated. The provision of any option with respect to Company Options vesting or the first date upon which the option is exercisable shall be appropriately amended from time to time as necessary so amended. Promptly after that such provision is at least as favorable as those contained in any future change of control agreement made available to others or in the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status employment agreement of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None member of the Company Options are "incentive stock options" within the meaning of Section 422 of the Codesenior management.

Stock Options. Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares (a) Each of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan stock option plans, each of which is set forth in Section 3.5(a) of the Company Disclosure Schedule (as defined in Section 5.1) (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy each option to acquire shares of which has heretofore been provided Common Stock outstanding immediately prior to Parent the Effective Date thereunder, whether vested or unvested (each, an "Option" and collectively, the "Options"), shall be assumed by the CompanyParent at the Effective Date, and each such Option shall become an option to be exercisable solely for such purchase a number of shares of Parent Common Stock as is (a "Substitute Option") (rounded to the nearest whole share, with 0.5 shares being rounded up) equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below). The per share exercise price for each Substitute Option shall be the current exercise price per share of Company Common Stock divided by the Option Exchange Ratio (rounded up to the nearest whole number full cent), and each Substitute Option otherwise shall after the Effective Date be subject to all of the other terms and conditions of the original Option to which it relates (including, without limitation, all provisions relating to acceleration of vesting). Prior to the Effective Date, the Company shall take such additional actions as are necessary under applicable law and the applicable agreements and Option Plans to ensure that each outstanding Option shall, from and after the Effective Date, represent only the right to purchase, upon exercise, shares of Parent Common Stock). Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, at a the vesting of no Option shall be accelerated by reason of the Merger unless the agreement or arrangement under which it was granted or by which it is otherwise governed specifically provides for such acceleration. For avoidance of doubt, it is the intention of Parent and the Company that the Substitute Options be identical in all respects to the Options (except for the number and type of shares for which they shall be exercisable and the exercise price thereof) and that, without limitation, (i) all terms of the plans under which such Options were issued and (ii) all policies set forth in Sections 3.5 and 5.8 of the Company Disclosure Schedule, shall apply thereto from and after the Effective Date. (b) For purposes of this Amended and Restated Agreement, the term "Option Exchange Ratio" shall mean the ratio of (x) $20.50 to (y) the average of the closing prices per share of the Parent Common Stock equal to on the per-share option exercise price specified New York Stock Exchange, as reported in the Company Option divided by Wall Street Journal, for each of the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at ten trading days immediately preceding the Effective Time, including the date of grantDate. At the Effective Time, (1c) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options As soon as so amended. Promptly practicable after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company OptionsDate, Parent shall file cause to be included under a registration statement on Form S-8 (or any successor form) with respect to such of Parent all shares of Parent Common Stock which are subject to Substitute Options, and shall use its best efforts to maintain the effectiveness of such registration statement (until all Substitute Options have been exercised, expired or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstandingforfeited. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code3.6.

Stock Options. Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option You are hereby granted options to purchase 250,000 shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations common stock at an exercise price equal to $2.85 (the closing price on November 7, 2005). One-third of such options (83,333) will vest on the first anniversary of the date of your employment, one-third of such options (83,333) will vest on the second such anniversary and the final one-third (83,334) will vest on the third anniversary. The exercise period for such option will be seven years and have such other terms as are set forth herein and in the Option Contract being executed this date and annexed as Exhibit A. All of your stock options will vest and become fully exercisable upon a sale of substantially all of the assets of the Company or any sale or merger or other event that results in a change of control of the Company if such transaction occurs with an entity first introduced to the Company after the effective date hereof. Subject to approval by the Company's shareholders, the Company will grant you options to purchase an additional 250,000 shares of the Company's common stock at a price equal to the fair market value of the Company's common stock on the date that the shareholders approve such additional options. If approved, these options will also vest over a three year period and will have the same provisions as the options described above. This will also confirm our agreement that in the event we both mutually agree, instead of the additional 250,000 options described above, the Company may provide you with additional compensation in an alternative form (e.g., "restricted stock"), subject to our mutual agreement with respect thereto. The foregoing is our entire agreement and may not be amended or changed except in a writing signed by the party against whom the same is sought to be enforced, shall be governed by the laws of New York, and any dispute hereunder shall be resolved solely in the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York. Each of the parties hereby agrees to the jurisdiction and venue of such courts with respect to Company Options as so amendedall matters relating hereto. Promptly after the Effective TimePlease confirm our agreements below. Very truly yours, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company OptionsGLOBAL PAYMENT TECHNOLOGIES, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstandingINC. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- AGREED TO AND ACCEPTED AS OF THE EFFECTIVE DATE HEREOF: ------------------------------- Stephen Nevitt

Stock Options. Prior The Company shall grant to Executive nonqualified stock options under the Effective TimeTechnitrol, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Inc. 2001 Stock (each, a "Company Option") Option Plan established under (1) the Company's Amended and Restated 1997 Long-Term Incentive Compensation Plan (the "1997 PlanSOP"), a true and complete copy of which has heretofore been provided ) or any successor plan thereto to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of purchase 360,000 shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after common stock ("Common Stock") on the Effective TimeDate (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the extent necessary to provide for registration terms of shares Section 8.5 of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (this Agreement. For purposes of Section 6 of the SOP or any successor form) with respect to such plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Parent Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use its their reasonable best efforts to maintain such registration statement (or any successor form), including arrive at a mutually agreeable substitution for the current status of any related prospectus or prospectuses, for so long as Second Tranche which would put the Company Options remain outstanding. None and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeSOP.

Stock Options. Prior to (a) At the Effective Time, all employee stock options (the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option "Employee Options") to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Stock Option Plan (the "1997 Employee Option Plan"), which are then outstanding and unexercised, shall cease to represent a true right to acquire shares of Company Common Stock and complete copy shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Employee Option subject to the terms thereof, including but not limited to the accelerated vesting of such options which has heretofore been provided shall occur in connection with or by virtue of the Merger as and to Parent the extent required by the CompanyEmployee Option Plan and agreements governing such Employee Options; provided, however, that from and after the Effective Time, (2i) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is purchasable upon exercise of such Employee Option shall be equal to the number of shares of Company Common Stock that could have been purchased were purchasable under such Company Employee Option immediately prior to the Effective Time multiplied by the Exchange Ratio Ratio, and rounding to the nearest whole share, and (ii) the per share exercise price under each such Employee Option shall be adjusted by dividing the per share exercise price of each such Employee Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Employee Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the Effective Time. Notwithstanding the foregoing, each Employee Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Internal Revenue Code, as amended (the "Code")) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares of Parent Common Stock), at a price and where necessary the per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (shall be rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior (a) At the Effective Time, each Company Option, other than Cancelled Company Options, then outstanding under any Company Stock Option Plan, whether or not then exercisable, shall be converted into an option to purchase Parent Common Stock in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Company Stock Option Plan and any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company and Parent Option shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely (or shall become exercisable in accordance with its terms) for such that number of whole shares of Parent Common Stock as is equal to the product of the number of shares that were issuable upon exercise of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by 0.52 (the "Option Exchange Ratio (Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock), at a (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Parent Company Common Stock equal at which such Company Option was exercisable immediately prior to the per-share option exercise price specified in the Company Option divided Effective Time by the Option Exchange Ratio (Ratio, rounded down up to the nearest whole cent). Such , and (iii) each Company Option shall otherwise be subject to which (a) is outstanding as of the same terms and conditions date of this Agreement, (including provisions regarding vesting and the acceleration thereofb) as in effect remains outstanding at the Effective Time, including the date of grant. At and (c) constitutes an Accelerated Company Option immediately prior to the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed fully vested and exercisable as to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Optionsthereto. Notwithstanding the foregoing, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status conversion of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options which are "incentive stock options," within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a "modification" of such Company Options within the meaning of Section 424 of the Code.

Stock Options. Prior (a) At the Effective Time, in accordance with Section 5(c)(ii) of the Company 1999 Stock Option Plan and Section V.C.2. of the Company 1995 Non-Employee Director Stock Option Plan, respectively, all rights to acquire Company Common Stock under each Option then outstanding under the Company 1999 Stock Option Plan and the Company 1995 Non-Employee Director Stock Option Plan shall be converted into and become rights to receive in lieu of each share of Company Common Stock then subject to the Option, the number and class of shares and/or other securities or property (including cash) comprising the Merger Consideration. With respect to each such Option (an "ASSUMED OPTION"), Parent shall assume the obligation to deliver to each holder of such Option (an "OPTIONHOLDER") the amount of Merger Consideration payable upon the exercise of the Assumed Option. From and after the Effective Time (i) each Assumed Option may be exercised solely for Merger Consideration as provided herein and (ii) in 1999 Stock Option Plan and the Company 1995 accordance with the terms of the Company Non-Employee Director Stock Option Plan, any restriction on the exercise of any such Assumed Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Assumed Option shall otherwise remain unchanged; provided, however that each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time in accordance with and subject to the 1999 Stock Option Plan and the Company 1995 Non-Employee Director Stock Option Plan. Within a reasonable time after the Effective Time, Parent shall issue to each Optionholder a document describing the terms applicable to Assumed Options. In addition, the Company Board (or a committee thereof consisting of two or more non-employee directors, each of whom shall be to the extent required by Rule 16b-3, a "non-employee director" as defined in Rule 16b-3 of the Exchange Act ) shall adopt such resolutions and take other actions, if any, as may be required to provide that upon the Effective Time, all outstanding unexercised options (whether vested or unvested and without regard to limitations on exercise otherwise contained in the agreement evidencing the option) granted pursuant to the Company 1993 Stock Option Plan and the Company 1997 Stock Option Plan ("TERMINATING OPTIONS") shall be terminated effective as of the Effective Time in accordance with the terms of each such plan, respectively, and the Company shall deliver a notice of termination to each holder of a Terminating Option at least 20 days prior to the Effective Time; provided that, during the period from the date on which such notice of termination is delivered to the Effective Time, each holder of a Terminating Option shall have the Company right to exercise in full all of his or her Terminating Options that are then outstanding (whether vested or unvested and without regard to limitations on exercise otherwise contained in the agreement evidencing the Terminating Option), but contingent on occurrence of the Merger, and provided that, if the Merger does not take place within 180 days after giving such notice for any reason whatsoever, the notice and exercise shall be null and void. Parent shall take such action register the number and class of shares as may be necessary to cause each unexpired and unexercised option to purchase shares comprise the Merger Consideration issuable upon the exercise of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together Assumed Options with the 1997 Plan, the "Company Stock Option Plans"), Securities and Exchange Commission on a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at Form S-8 not later than 15 days following the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior All options and warrants to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of acquire Company Common Stock (eachindividually, a "Company Option" and collectively, the "Company Options") outstanding at the Effective Time under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 1992 Employee Stock Option Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive 1992 Directors' Stock Option Plan or otherwise (the "1999 Plan," and together with the 1997 Plancollectively, the "Company Stock Option Plans")) shall remain outstanding following the Effective Time. At the Effective Time, such Company Options, by virtue of the Merger and without any further action on the part of the Company or the holder of such Company Options, shall be assumed by Watsxx xx such manner that Watsxx (x) is a true and complete copy corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which has heretofore been provided Section 424(a) applied" within the meaning of Section 424 of the Code; or (b) to Parent the extent that Section 424 of the Code does not apply to any such Company Options, would be such a corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to such option. Each Company Option assumed by the Company, to Watsxx xxxll be exercisable solely upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (x) the unexercised portion of each such Company Option shall be exercisable for such that whole number of shares of Parent Common Watsxx Xxxmon Stock as is (rounded to the nearest whole share, with 0.5 rounded upward) equal to the number of shares of Company Common Stock that could have been purchased under subject to the unexercised portion of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio Ratio; and (rounded to y) the nearest whole number of shares of Parent Common Stock), at a option exercise price per share of Parent Common Watsxx Xxxmon Stock shall be an amount equal to the per-share option exercise price specified in the per share of Company Common Stock subject to such Company Option in effect at the Effective Time divided by the Exchange Ratio (the option price per share, as so determined, being rounded down to the nearest whole full cent, with $0.005 rounded upward). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company No payment shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options made for fractional interests. The term, exercisability, vesting schedule, status as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are an "incentive stock optionsoption" within the meaning of under Section 422 of the Code., if applicable, and all of the other terms of the Company Options shall otherwise remain unchanged. As soon as practicable after the Effective

Stock Options. Prior to (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering Company's 1988 Stock Option Plan, 1993 Long-Term Incentive Plan, Amended 1993 Long-Term Incentive Plan, 1996 Incentive Plan and 1997-1999 Long-Term Incentive Program (the "INCENTIVE PROGRAM") (collectively, the Company and Parent "COMPANY OPTION PLANS" )) shall take such action as may be necessary required to cause effect the following provisions of this Section 2.2(a). Subject to the provisions of Section 16 of the Exchange Act (as defined in Section 3.4), as of the Effective Time each unexpired and unexercised option to purchase shares of Shares pursuant to the Company Common Stock Option Plans (each, a "Company OptionCOMPANY STOCK OPTION") under which is then outstanding shall be converted into an option (1or a new substitute option shall be granted) (an "ASSUMED STOCK OPTION") to purchase the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of shares of Parent Common Stock)Shares subject to such option multiplied by (y) the Exchange Ratio, at a an exercise price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent)xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company 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 adjusted, if necessary, to comply with Section 424(a) of the Code. Such Company Option Except as provided above, the Assumed Stock Options shall otherwise be subject to the same terms and conditions (including provisions regarding vesting expiration date and the acceleration thereofexercise provisions) as in effect at were applicable to the converted Company Stock Option immediately prior to the Effective Time. The Company (including any committee of the Board of Directors administering the Company Option Plans) shall take such action as may be necessary to provide that the vesting of the exercisability of any Company Stock Option will not be accelerated through the Merger or this Agreement, including the date of grant. At the Effective Time, (1) all references except as otherwise provided in the Company Stock Option Plans and or in any agreement in effect on the related stock option agreements to date hereof between the Company shall be deemed to refer to Parent and (2) Parent shall assume all any holder of the Company's obligations with respect to a Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the CodeOption.

Stock Options. Prior (a) Subject to Section 5.1(b), at the Effective Time, each Company Option which is outstanding and unexercised immediately prior to the Effective Time, the Company whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by which it is evidenced in a manner consistent with the requirements of Section 422 of the Code. Accordingly, from and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is to be subject to each assumed Company Option shall be equal to the product of (A) the number of shares of Company Common Stock that could have been purchased under such subject to the original Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio and (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by B) the Exchange Ratio (rounded down to the nearest whole share); (iii) the exercise price per share of Parent Common Stock under the assumed Company Option shall be equal to the quotient of (A) the exercise price per share of Company Common Stock under the original Company Option divided by the Exchange Ratio (rounded up to the nearest whole cent). Such ; and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 5.1(a) shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations The adjustments provided herein with respect to any Company Options which are "incentive stock options" (as so amendeddefined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file with the SEC, no later than 60 days after the date on which the Merger becomes effective, a registration statement on Form S-8 (or any successor form) with respect relating to such the shares of Parent Common Stock and shall use its best efforts issuable with respect to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of assumed by Parent in accordance with this Section 422 of the Code5.1(a).

Stock Options. Prior to the Effective TimeFor purposes of this Section 13, the non-qualified stock option agreements between Employee and the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common (the "Stock (each, a "Company OptionOption Agreements") under (1) and the Company's Amended and Restated 1997 Long-Long Term Incentive Plan Plan, (as amended), (the "1997 Plan")) only, a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the CompanyEmployee's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to separation from the Company shall be deemed to refer to Parent be a Voluntary Resignation with Good Reason under the Stock Option Agreements. Employee expressly acknowledges that he has vested and (2) Parent shall assume all exercisable stock options for 350,000 shares of stock of the Company's obligations Company with respect a strike price of $6.72 per share (the "June Grant") and vested and exercisable stock options for 23,572 sharxx xx xxxxk of the Company with a strike price of $4.54 cents per share (the "October Grant") pursuant to Company Options as so amendedthe Stock Option Agreements and the Plan. Promptly after To the extent not already vested, these options shall vest immediately upon the Effective TimeDate. The June Grant shall expire, if not previously exercised, upon the last dxx xx xxx thirtieth (30th) month following the Effective Date, and the October Grant shall expire, if not previously exercised, on the last day of the twenty-fourth (24th) month following the Effective Date. The provisions of this Section 13 shall be applicable notwithstanding any provisions of the Stock Option Agreements or the Plan which may be contrary to, or inconsistent with, the provisions of this Section 13. The provisions of this Section 13 supersede any such contrary or inconsistent provisions in the Stock Option Agreements or the Plan. All other provisions of the Stock Option Agreements shall remain unchanged and the Stock Option Agreements, as amended hereby, will remain in full force and effect. Other than those set forth in the Stock Option Agreements and this Section 13, Employee has no rights or entitlements whatsoever to any stock options or stock option grants from the extent Company. The Company represents and warrants that this Agreement including, but not limited to, the provisions of this Section 13, and the Stock Option Agreements have been duly authorized by all necessary to provide for registration corporate action on the part of shares the Company including, but not limited to, all necessary action on the part of Parent Common Stock subject to such Company Optionsthe Committee (as defined in the Plan), Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form)this Agreement, including the current status provisions of any related prospectus or prospectusesthis Section 13, for so long as and the Company Options remain outstanding. None Stock Option Agreements constitute the legal, valid and binding obligations of the Company Options are "incentive stock options" within enforceable against the meaning Company in according with their respective terms. The Company further represents and warrants that this Agreement, including the provisions of this Section 422 13, does not conflict with, or result in a violation of, any term or condition of the CodePlan.

Stock Options. Prior The 1997 Stock Option Plan pursuant to which Xxxx’s options were granted provides that his options “shall terminate immediately upon the Effective Timetermination for any reason of the holder’s employment or services,” with the holder having 90 days following such termination in which to exercise his options. While the language could be construed otherwise, the Company, through its Compensation Committee on the advice of counsel, has taken the position that the options will remain exercisable until the earlier of their expiration dates and 90 days following his termination of service as a board member, in accordance with applicable Company policies. The terms of the January 27, 2006 Transfer Restriction Agreement between Xxxx and Parent shall take such action as may be necessary the Company remain in effect. In summary, to cause each unexpired and unexercised option to purchase shares address all of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent Xxxx’s benefits remaining payable by the Company, in addition to the $173,077 it has already paid to Xxxx, the Company proposes two options by which Xxxx’s benefits will be delivered. Please have Xxxx execute his name following the option he selects, in the signature block provided for this purpose. By executing his name under either option, Xxxx agrees he is voluntarily and knowingly releasing the Company (2including its affiliated companies), and the officers, directors and agents thereof (collectively, the “Releasees”) from any and all claims pertaining to benefits under the May 12, 2006 employment agreement between him and all applicable employment laws identified in Annex 1, and the Company's 1999 Long-Term Incentive Plan ’s reporting of such benefits to applicable taxing authorities. Xxxx has the right to consider this release for 21 days and, for seven (7) calendar days following his execution of this letter agreement, to revoke it. To be effective, his revocation must be in writing and delivered by hand or overnight mail and received by the "1999 Plan," Company within the seven day period. This letter agreement will not be effective or enforceable until the seven day revocation period has expired. This release does not waive rights or claims that may arise when this release is executed. In addition, in the case of the second option, Xxxx agrees to indemnify the Releasees for, and together hold the Releasees harmless from and against, any and all claims, liabilities and exposures arising out of any determination that the payment to Xxxx of benefits prior to June 2, 2008 does not comply with Section 409A (it being understood and agreed that each of Xxxx and the 1997 PlanCompany will be responsible for the fees and expenses of its own counsel). Xxxxxx Xxxxx, Esq. April 8, 2008 Option 1 and Option 2 follow on page 5 and 6 respectively. Any deliveries to Xxxx will be made by (a) certified mail, return receipt requested, (b) recognized overnight courier or (c) personal delivery service, in each case addressed to Xxxx Xxxxx at 00 Xxxxxxxx Xxxx, Xxxxx Xxxx, Xxx Xxxx 00000 and will be deemed delivered, in the case of (a), on the fifth business day following the date postmarked, in the case of (b), the "Company Stock Option Plans"next business day, and, in the case of (c), a true and complete copy the date of which has heretofore been provided delivery to Parent the delivery service as documented by the Company, ’s records. Please let me know immediately in writing if Xxxx would prefer deliveries to be exercisable solely for such number made to an alternate address. Please feel free to call me with any questions or comments. Very truly yours, The Children’s Place Retail Stores, Inc. By /s/ Xxxxxxxx X. Xxxx Xxxxxxxx X. Xxxx Senior Vice President, General Counsel and Secretary Direct: (000) 000-0000 Facsimile: (000) 000-0000 Xxxxxx Xxxxx, Esq. April 8, 2008 Option 1: The Company will make the following payments and deliveries to Xxxx Xxxxx, in full satisfaction of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased its obligations under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.Xxxx’s employment agreement:

Stock Options. Prior (a) At the Effective Time, each Company stock option (“Company Option”) granted and outstanding under the Company’s Second Amended and Restated 1994 Stock Option Plan (the “Company Option Plan”) which is outstanding and unexercised immediately prior to the Effective Time, the Company whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall take assume each such action Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by which it is evidenced. Accordingly, from and after the Effective Time, (i) each Company Option assumed by Parent may be necessary to cause each unexpired and unexercised option to purchase exercised solely for shares of Company Parent Common Stock Stock, (each, a "Company Option") under (1ii) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is subject to each such Company Option shall be equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Option immediately prior to the Effective Time multiplied by a fraction (the “Exchange Ratio (rounded to the nearest whole number of shares of Parent Common StockRatio”), at a price the numerator of which shall be the fair market value per share of common stock of Parent Common Stock equal to as of the per-share option exercise price specified in Closing (as determined by Parent), and the Company Option divided by the Exchange Ratio (denominator shall be $3.22, which product shall then be rounded down to the nearest whole cent). Such share, (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 1.6 shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options. Prior Subject to the Effective Time, the Company and Parent shall take such action Executive commencing his employment hereunder as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 LongChief Scientific Officer on the Commencement Date, Executive shall be granted options to purchase an aggregate of 150,000 shares of Common Stock of the Company, subject to the terms of the Enzon, Inc. Non-Term Incentive Plan Qualified Stock Option Plan, as amended (the "1997 Option Plan"), and the Notice of Option Grant attached hereto as Exhibit A. Except as otherwise provided herein the Option Plan shall govern the terms of the options granted herein. Executive acknowledges that he has received and reviewed a true and complete copy of which has heretofore been provided to Parent the Option Plan. The exercise price of such options shall be the last reported sale price of a share of Common Stock as reported by the CompanyNasdaq Stock Market on the Commencement Date. Such options shall vest and become exercisable (a) as to 100,000 of such options, at the rate of 20,000 shares per year, commencing on the first anniversary of the Commencement Date, provided that any unvested portion of such 100,000 options shall immediately vest and become exercisable (subject to the requirement in the Option Plan that such options not be exercisable for the six months after the grant date thereof) when the last reported sale price of a share of the Common Stock is at least one hundred dollars ($100.00) as reported on the Nasdaq Stock Market for at least twenty (20) consecutive trading days, and (2b) as to 50,000 of such options, on the fifth anniversary of the Commencement Date, provided such 50,000 options shall immediately vest and become exercisable (subject to the requirement in the Option Plan that such options not be exercisable for the six months after the grant date thereof) on the date on which the audited financial statements of the Company for a fiscal year are issued, which report net annual revenues of not less than Fifty Million Dollars ($50,000,000) from the commercial sale of product(s) used for organ rejection or autoimmune diseases ("Organ Rejection and Autoimmune Products"), provided in the case of each of clause (a) and (b) of this paragraph that, except as otherwise provided in Section 10 hereof, Executive is then employed by the Company on a full-time basis as its Chief Scientific Officer. For purposes of this Section "net annual revenues" shall mean the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), revenues for a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Company Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None fiscal year of the Company Options are derived from "incentive stock optionsnet sales" within the meaning of Section 422 of the Code.Organ Rejection and

Stock Options. Prior (a) At the Effective Time, each option, whether vested or unvested (a "Company Option"), that is then outstanding under any of the Company's Stock Option Plans (collectively, the "Stock Plan") shall automatically and without further action by the holder of a Company Option become fully vested and shall be assumed by Parent in accordance with the terms (as in effect on the date hereof) of the Stock Plan and the stock option agreement, if any, by which such Company Option is evidenced. All rights with respect to Company Common Stock under outstanding Company Options shall thereupon be converted, subject to the provisions hereof, into rights with respect to Parent Class A Common Stock. From and after the Effective Time, (i) each Company Option assumed by Parent (collectively, the "Assumed Options") may be exercised solely for shares of Parent Class A Common Stock, (ii) the number of shares of Parent Class A Common Stock subject to each such Assumed Option shall be equal to the number of shares of Parent Class A Common Stock which the holder of such Assumed Option would have received pursuant to Section 1.5, without giving effect to any adjustment to the Share Consideration pursuant to Section 1.5(f), in exchange for the shares of Company Common Stock subject to such Assumed Option if such Assumed Option had been exercised immediately prior to the Effective Time, (iii) the Company and per share exercise price for the Parent Class A Common Stock issuable upon exercise of each such Assumed Option shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares determined by dividing the exercise price per share of Company Common Stock (eachsubject to such Assumed Option, as in effect immediately prior to the Effective Time, by a "Company Option") under (1) fraction the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy numerator of which has heretofore been provided to Parent by is the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely for such number of shares of Parent Class A Common Stock as subject to such Assumed Option immediately after the Effective Time, and the denominator of which is equal to the number of shares of Company Common Stock that could have been purchased under subject to such Company Assumed Option immediately prior to the Effective Time multiplied by Time, and rounding the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option resulting exercise price specified in the Company Option divided by the Exchange Ratio (rounded down up to the nearest whole cent). Such Company , and (iv) all restrictions on the exercise of each such Assumed Option shall continue in full force and effect and the term, exercisability, status as an incentive or nonqualified option, and other provisions of such Company Option, except the vesting schedule, shall otherwise remain unchanged; provided, however, that each such Assumed Option shall, in accordance with its terms, be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) further adjustment as in effect at the Effective Timeappropriate to reflect any stock split, including the date of grant. At the Effective Timereverse stock split, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to dividend, recapitalization or other similar transaction effected by Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, Time but without giving effect to any adjustment to the extent Share Consideration pursuant to Section 1.5(f). Notwithstanding the foregoing, the parties acknowledge that it may be necessary to provide for registration amend the Parent's stock option plan to increase the number of shares available for grant thereunder in order to permit the issuance of Parent Common Stock stock options as contemplated by this Section 1.11, and the provisions hereof are subject to shareholder approval of any such amendment. The Company Options, and Parent shall file a registration statement on Form S-8 take all action that may be necessary (or any successor formunder the Stock Plan and otherwise) with respect to such shares effectuate the provisions of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of this Section 422 of the Code1.11.

Stock Options. Prior At the Effective Time, each outstanding purchase right under the 2007 Unit Option Plan of Envision Solar, LLC, (the “2007 Plan”), as amended to date and with any addendums thereto, and under the Envision Solar International, Inc. 2008 Stock Option Plan (the “2008 Plan”), as amended to date and any addendums thereto (each, a “Company Option”) shall be assumed by Parent in such manner that Parent is a corporation “issuing or assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of the Code, and shall be converted into a right to purchase Parent Common Stock in accordance with this Section 1.09. Each Company Option so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the 2007 Plan or 2008 Plan, as applicable, and any agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company and Parent Option shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each, a "Company Option") under (1) the Company's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), a true and complete copy of which has heretofore been provided to Parent by the Company, and (2) the Company's 1999 Long-Term Incentive Plan (the "1999 Plan," and together with the 1997 Plan, the "Company Stock Option Plans"), a true and complete copy of which has heretofore been provided to Parent by the Company, to be exercisable solely (or shall become exercisable in accordance with its terms) for such that number of whole shares of Parent Common Stock as is equal to the product of the number of shares that were issuable upon exercise of Company Common Stock that could have been purchased under such Company Option immediately prior to the Effective Time multiplied by 9.398 (the “Option Exchange Ratio (Ratio”), rounded down to the nearest whole number of shares of Parent Common Stock), at a Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Parent Company Common Stock equal at which such Company Option was exercisable immediately prior to the per-share option exercise price specified in the Company Option divided Effective Time by the Option Exchange Ratio (Ratio, rounded down up to the nearest whole cent). Such Company Option shall otherwise be , subject to the same terms any adjustments that may be required in order to comply with Sections 409A and conditions (including provisions regarding vesting and the acceleration thereof) as in effect at the Effective Time, including the date of grant. At the Effective Time, (1) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent and (2) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. Promptly after the Effective Time, to the extent necessary to provide for registration of shares of Parent Common Stock subject to such Company Options, Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.