Common use of Stock Options Clause in Contracts

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At (a) The terms of each outstanding compensatory option under any agreement, plan or arrangement of Clearwire (the “Clearwire Stock Option Plans”) to purchase shares of Clearwire Class A Common Stock (a “Clearwire Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, the Company each Clearwire Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is Option outstanding and unexercised immediately prior to before the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall Time will be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior were applicable under that Clearwire Stock Option, the same number of whole shares of Class A Common Stock (rounded down to the nearest whole share) as the holder of the Clearwire Stock Option would have been entitled to receive under the Merger had the holder exercised the Clearwire Stock Option in full immediately before the Effective Time Time, at a price per share (except rounded up to the extent that such termsnearest whole cent) equal to: (i) the aggregate exercise price for the shares of Clearwire Class A Common Stock otherwise purchasable under the Clearwire Stock Option divided by (ii) the aggregate number of whole shares of Class A Common Stock deemed purchasable under the Clearwire Stock Option as adjusted, conditions and restrictions may be altered in accordance with their terms as a result rounded up to the nearest whole cent; provided, however, if the above described conversion process fails to satisfy the requirements of Section 409A of the Merger contemplated hereby and except that all references in each such Company Stock Option to Code, the Company conversions shall be deemed effected so as to refer to Parent): (a) comply with Section 409A of the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;Code. (b) Before the exercise price per Parent Share under Effective Time, Clearwire will make any amendments to the new option shall be equal to (x) terms of the exercise price per share of Company Common Stock in effect under the original Company Clearwire Stock Option immediately prior Plans and the Clearwire Stock Options that are necessary, and will take any other actions that are necessary, to give effect to the Effective Time divided adjustments contemplated by (y) the Exchange Ratio;this Section 2.7. (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option NewCo will be rounded down, if necessary, take whatever actions necessary for or otherwise material to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 assumption of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Clearwire Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.032.7, including the reservation, issuance and listing of a number of Parent Shares at least equal NewCo Capital Stock as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by this Section 2.7. No later than twenty (20) days after the Effective Time, Parent shall NewCo will prepare and file with the SEC a registration statement on Form S-8 (or another an appropriate form) registering , or a number post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Parent Shares representing the number of Parent Shares Class A Common Stock subject to Clearwire Stock Options. (d) Clearwire and NewCo shall take all reasonable steps as may be required to cause the assumed options transactions contemplated by Section 2.7 and shall maintain any other acquisition of NewCo equity securities or dispositions of Clearwire equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Clearwire to be exempt under Rule 16b-3 promulgated under the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation ofExchange Act, such registration statementsteps to be taken in accordance with the Interpretive Letter dated January 12, 1999, issued by the SEC relating to Rule 16b-3.

Stock Options. At After the Effective Time, each holder of (i) ------------- a then outstanding option (collectively, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Employee Options") which is outstanding to purchase Shares under Dart's 1992 Stock Option Plan and unexercised immediately prior the Option Agreements between Dart and certain of its officers, directors, employees and consultants thereunder (the "Stock Option Plan"), or (ii) any other option, warrant or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of Dart Common Stock (collectively, the Effective Time"Other Options" and, together with the Employee Options, the "Options"), shall be assumed by Parententitled to receive for each Share subject to such Option, in settlement and each of cancellation thereof, an amount (subject to any applicable withholding tax) in cash equal to the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number difference between the Merger Consideration and at such the per Share exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except of such Option, to the extent that such termsdifference is a positive number (such amount being hereinafter referred to as, conditions and restrictions may be altered the "Option Consideration"). In addition, in accordance with their terms as a result the alternative, each holder of an Option outstanding at the commencement of the Merger contemplated hereby Offer may tender such Option and except that all references in thereby be entitled to receive for each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be Share subject to such Option, upon consummation of the new option shall be Offer and in settlement and cancellation of such Option, an amount (subject to any applicable withholding tax) in cash equal to the product Option Consideration. Notwithstanding the foregoing provisions of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversionthis Section 4.5, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Person subject to Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a16(a) of the Code; (eExchange ----------- Act, any such Option Consideration shall be paid as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) except of the Exchange Act. Dart represents and warrants to Richfood and Merger Subsidiary that the Stock Option Plan has been or will be amended to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect necessary to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume foregoing as of the Effective Time commencement of the Offer. Upon receipt of the related Option Consideration, the Option shall be canceled. The surrender of an Option to Dart in exchange for the Option Consideration shall be deemed a release of any and all obligations undertaken by Parent under this Section 6.03, including rights the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (holder had or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness may have had in respect of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOption.

Stock Options. At Each Agilent Option that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Distribution Agilent Option or a Keysight Option as described below: (i) Each Agilent Option held by an Agilent Group Employee and any Returning Agilent Employee, but not including any Subsequently Transferred Keysight Employee, shall be converted as of the Effective Time, the Company Stock Plan through an adjustment thereto, into a Post-Distribution Agilent Option and each option granted by the Company to purchase shares of Common Stock of the Company pursuant shall, except as otherwise provided in this Section 4.01, be subject to the Company Stock Plan same terms and conditions ("Company Stock Options"including with respect to vesting and expiration) which is outstanding after the Effective Time as applicable to such Agilent Option immediately prior to the Effective Time. From and unexercised after the Effective Time: (A) the number of Agilent Shares subject to such Post-Distribution Agilent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1) the number of Agilent Shares subject to the corresponding Agilent Option immediately prior to the Effective Time, shall be assumed by Parent, and each of (2) the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such Agilent Ratio; and (B) the per share exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior of such Post-Distribution Agilent Option, rounded up to the Effective Time (except to the extent that such termsnearest cent, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of obtained by multiplying (x1) the number Post-Distribution Agilent Stock Value, by (2) the Option Exercise Price Ratio. (ii) Each Agilent Option held by a Keysight Group Employee and any Subsequently Transferred Keysight Employee, but not including any Returning Agilent Employee, shall be converted as of shares of Company Common Stock the Effective Time into a Keysight Option outstanding under the Keysight Equity Plan and shall, except as otherwise provided in this Section 4.01(c), be subject to the original Company Stock same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Agilent Option immediately prior to the Effective Time Time. From and after the Effective Time: (yA) the Exchange Ratio; (b) number of Keysight Shares subject to such Keysight Option, rounded down to the exercise price per Parent Share under the new option nearest whole share, shall be equal to the product obtained by multiplying (x1) the exercise price per share number of Company Common Stock in effect under Agilent Shares subject to the original Company Stock corresponding Agilent Option immediately prior to the Effective Time divided Time, by (y2) the Exchange Keysight Stock Ratio;; and (cB) the per share exercise price of such Keysight Option, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the Keysight Stock Value, by (2) the Option Exercise Price Ratio of the corresponding Agilent Option. Notwithstanding anything to the contrary in effecting such assumption and conversionthis Section 4.01(c), the aggregate exercise price, the number of Parent Agilent Shares to be and Keysight Shares subject to each assumed Company Stock Post-Distribution Agilent Option will be rounded downand Keysight Option, if necessary, to the next whole share and the aggregate terms and conditions of exercise price of such options, shall be rounded updetermined in a manner consistent with the requirements of Section 409A of the Code provided, if necessaryfurther, that, in the case of any Agilent Option to which Section 421 of the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Code applies by reason of its qualification under Section 422 of the Code) Code as of immediately prior to the Effective Time, the exercise price, the number of Agilent Shares and Keysight Shares subject to such option, and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan (a "Company Stock OptionsOption") which is outstanding and unexercised immediately prior thereto shall cease to the Effective Time, shall be assumed by Parent, represent a right to acquire shares of Company Common Stock and each of the Company Stock Options shall be converted automatically into an option to purchase shares of Buyer Common Stock of Parent in such number an amount and at such an exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Company's Amended and except that all references in each such Company Restated 1996 Incentive Stock Option to Plan, 1994 Incentive Stock Option Plan or Amended and Restated 1994 Stock Option Plan for Outside Directors (collectively, the "Company Option Plans"), the agreements evidencing grants thereunder, and any other agreements between the Company shall be deemed to refer to Parentand an optionee regarding Company Options): (a1) the number of Parent Shares shares of Buyer Common Stock to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time option and (y) the Exchange Ratio;, provided that any fractional share of Buyer Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (b2) the exercise price per Parent Share share of Buyer Common Stock under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time option divided by (y) the Exchange Ratio; (c) in effecting , provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent; (d) the adjustments . The adjustment provided herein with respect to any options that which are intended to be "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code; (e) except , and to the extent required under the respective it is not so consistent, such Section 424(a) shall override such adjustment. The duration and other terms of the Stock Optionsnew option shall be the same as the original option, except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or shall be deemed to be references to Buyer, it being understood that any other plan, program or arrangement option that is intended to be an incentive stock option and which is exercised by the option holder more than 3 (three) months from the date of the option holder's termination of employment from the Company or any of its subsidiaries, to the extent that such restrictions Subsidiaries or limitations from Buyer or its Subsidiaries shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent be treated as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementnon-statutory option.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the (a "Company Stock Plan (Option" or, collectively, "Company Stock Options") which is outstanding issued pursuant to the Company's stock option plans listed on Schedule 1.10 hereto (the "Company Plans"), 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 "Parent Option"), to acquire, on substantially the same terms and unexercised 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 the Code, acceleration and termination provisions, the same number of shares of Parent Common Stock as 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 aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the exercise price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be assumed by Parentadjusted, if necessary, in order to comply with Section 424 of the Code and each provided, further, however, that the number of shares of Parent Common Stock that may be purchased upon exercise of any such Parent Option shall not include any fractional share and, upon exercise of the Parent Option, a cash payment shall be made for any fractional share based upon the average closing price for Parent Common Stock as reported on the Nasdaq Stock Market (or any subsequent national securities exchange on which shares of Parent Common Stock are listed for trading) for the five trading days immediately preceding the date of exercise. Employment with the Company shall be credited to the optionees for purposes of determining the number of vested shares of Parent Common Stock subject to exercise under converted Company Options after the Effective Time. None of the Company Stock Options that are unvested at the Effective Time shall be converted into an option become vested as a result of the execution and delivery of this Agreement or the consummation of the Merger. (b) As soon as practicable after the Effective Time, but no later than 30 days thereafter, Parent shall deliver to purchase the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Plans and stating that the holders will receive Parent Options exercisable for shares of Parent Common Stock of Parent in such number and at such exercise price as provided below and otherwise having on substantially the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): Options (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided adjustments required by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options 1.10 after giving effect to the Merger and the assumption by Parent as set forth above; and (f) Merger). At or prior to the Effective Time, Parent shall take all corporate action necessary action to assume as reserve for issuance a sufficient number of the Effective Time all obligations undertaken shares of Parent Common Stock for delivery upon exercise of Parent Options issued by Parent under it in accordance with this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options1.10. No later than twenty (20) days As soon as practicable after the Effective Time, to the extent the Parent Common Stock issuable upon exercise of the Parent Options issued in accordance with this Section 1.10 has not previously been registered under the Securities Act of 1933, as amended (the "Securities Act"), then Parent shall prepare and file with the SEC a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form) registering a number of form with respect to the Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options such Parent Options, and shall use its best efforts to maintain the effectiveness of such registration statement statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options the Parent Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options"a) which is outstanding and unexercised immediately Immediately prior to the Effective Time, each outstanding employee stock option (an "OPTION") to purchase Shares granted under any employee stock option or compensation plan or arrangement of the Company shall be assumed by Parentcanceled, and each holder of any such Option, whether or not then vested or exercisable, shall be paid by the Company at the Effective Time for each such Option an amount determined by multiplying (i) the excess, if any, of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such Merger Consideration per Share over the applicable exercise price as provided below and otherwise having of such Option by (ii) the same terms and conditions as number of Shares such holder could have purchased (assuming full vesting of all Options) had such holder exercised such option in effect full immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;"OPTION CONSIDERATION"). (b) The consideration due under this Section 3.05 shall be payable without interest after (a) verification by the Depositary of the ownership and terms of the particular Option by reference to the Company's records and (b) delivery in the manner provided in Section 3.03 of a written instrument duly executed by the owner of the Option, in a form to be provided by the Depositary promptly after the Effective Time, setting forth (i) the aggregate number of Shares of Common Stock acquirable by such Option holder upon exercise of all Options held by such holder whether or not such Options are immediately exercisable, the respective issue dates of each Option and the exercise price per Parent Share under of each Option; (ii) a representation by the new option shall person that he or she is the owner of all Options described pursuant to clause (a), and that none of those Options has expired or ceased to be equal to exercisable; and (xiii) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior a consent to the Effective Time divided by (y) the Exchange Ratio;treatment of such Options pursuant to this Section 3.05 in full satisfaction of all rights relating to such Options. (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior Prior to the Effective Time, Parent the Company shall take all necessary action (i) use its best efforts to assume as obtain any consents from holders of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance Options and listing of a number of Parent Shares at least equal (ii) make any amendments to the number terms of Parent Shares subject such stock option or compensation plans or arrangements, to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (extent such consents or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject amendments are necessary to give effect to the assumed options and shall maintain the effectiveness transactions contemplated by Section 3.05(a). Notwithstanding any other provision of such registration statement (and maintain the current status this Section, payment may be withheld in respect of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementany Option until necessary consents are obtained.

Stock Options. At the Effective Time, the Company Stock Plan and each Each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock OptionsOption") which is outstanding granted under the Company's Stock Plans shall be assumed by Parent and unexercised immediately deemed to constitute an option to acquire, on the same terms and conditions (including, without limitation, adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction), as were applicable under such Option prior to the Effective Time, the number of shares of Parent Common Stock as the holder of such 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 (not taking into account whether or not such Option was in fact exercisable) at a price per share equal to (x) the aggregate exercise price for Company Common Stock purchasable pursuant to such Option divided by (y) the number of shares of Parent Common Stock deemed purchasable pursuant to such assumed Option, provided that the number of shares of Parent Common Stock that may be purchased upon exercise of any such assumed Option shall not include any fractional share and, upon exercise of such assumed Option, a cash payment shall be assumed by Parentmade for any fractional share based upon the last sale price per share of Parent Common Stock on the trading day immediately preceding the date of exercise. From and after the Effective Time, Parent and each the Surviving Corporation shall comply with the terms of the Company Stock Options shall be converted into an option to purchase shares of Common Plans and the Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions Purchase Plan, as in effect immediately prior to the Effective Time (except Time, with respect to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to Options outstanding at the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the Time. The adjustments provided herein with respect to any options Options that are "incentive stock options" (as defined in Section 422 of the Code) or granted pursuant to the Stock Purchase Plan shall be effected in a manner consistent with the requirements of Section 424(a) Sections 422, 423 and 424 of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementapplicable.

Stock Options. At the (a) Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock as of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeDistribution, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of OCWEN Common Stock (“OCWEN Stock Options”) granted and outstanding under either the 2007 Equity Incentive Plan or the 1991 Non-Qualified Stock Option Plan of Parent in such number OCWEN (“OCWEN Option Plans”) shall remain granted and at such exercise price as provided below outstanding and otherwise having the same terms shall not, and conditions as in effect immediately prior OCWEN shall cause (to the Effective Time (except to maximum extent permitted under the extent that such termsOCWEN Option Plans) the OCWEN Stock Options not to, conditions and restrictions may be altered in accordance with their terms terminate, accelerate or otherwise vest as a result of the Merger contemplated hereby Distribution, and except that all references in each such Company Stock Option holder thereof immediately prior to the Company shall Distribution will be deemed entitled to refer to Parent): receive the following, determined in a manner in accordance with, and subject to, the relevant OCWEN Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (ai) the a number of Parent Shares options to be subject to the new option shall be acquire shares of ALTISOURCE Common Stock equal to the product of (x) the number of shares of Company Common OCWEN Stock subject to Options held by such holder on the original Company Stock Option immediately prior to the Effective Time Distribution and (y) one-third (1/3) (the Exchange Ratio; (b) the “ALTISOURCE Stock Options”), with an exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected determined in a manner consistent with this Section 2.01 and (ii) the requirements same number of Section 424(a) of the Code; (e) except OCWEN Stock Options as such holder had prior to the extent required under Distribution, with an adjusted exercise price to be determined in a manner consistent with this Section 2.01 (the respective terms of “Adjusted OCWEN Stock Options”) (the ALTISOURCE Stock Options and the Adjusted OCWEN Stock Options, all restrictions or limitations on transfer and vesting with respect to together, the “Post-Distribution Stock Options”). (b) The option exercise price of the ALTISOURCE Stock Options awarded under and the Company Adjusted OCWEN Stock Plans or any other plan, program or arrangement Options shall be set at a value so as to maintain the intrinsic value of the Company or any OCWEN Stock Options, both individually and in the aggregate, and to maintain the ratio of its subsidiariesexercise price to fair market value of the OCWEN Stock Options and the Post-Distribution Stock Options. (c) Each of OCWEN and ALTISOURCE intends that, subsequent to the extent Distribution, ALTISOURCE shall enact, or shall cause to be enacted, one or more equity incentive or similar plans that will allow or provide for the issuance of new options (or other equity-based awards) to acquire ALTISOURCE Common Stock, on such restrictions or limitations shall not have already lapsedterms, and all other terms thereof, shall remain in full force and effect with respect subject to such Stock Options after giving effect conditions (including, without limitation, as to the Merger eligibility, vesting and the assumption by Parent performance criteria), as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent ALTISOURCE may decide in the preparation of, such registration statementits sole discretion.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to under the Company Stock Plan Option Plans (each, a "Company Stock OptionsCOMPANY OPTION") which is outstanding and unexercised immediately prior to the Effective Time), whether vested or unvested, shall be assumed by Parent, Parent and each of the Company Stock Options shall be converted into an option (each, a "PARENT OPTION") to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on substantially the same terms and conditions conditions, including but not limited to any performance criteria set forth in the applicable stock option agreements, as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each were applicable under such Company Stock Option to the Company shall be deemed to refer to Parent): (a) Option, the number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the number of shares of Company Common Stock subject to the original that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio; Ratio (b) rounded down to the nearest whole number of shares of Parent Common Stock), and the per share exercise price per of the shares of Parent Share under the new option Common Stock issuable upon exercise of such Parent Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio (yrounded to the nearest whole cent). Other than pursuant to the terms of existing commitments (all of which commitments are identified in Section 2.2 of the Company Disclosure Letter (as defined in the preamble to Article III hereof)), the Company shall not, and shall cause any Company Stock Option Plan administrator not to, take any action prior to the Effective Time that will extend the exercise period of any Company Option or cause the vesting period of any Company Option to accelerate under any circumstances, regardless of whether such circumstances are to occur before or after the Effective Time, or otherwise amend the terms of outstanding Company Options. (b) All outstanding rights of the Company which it may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock (the "REPURCHASE OPTIONS") shall continue in effect following the Merger and shall continue to be exercisable by the Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to the Repurchase Options and the purchase price per shall be adjusted to reflect the conversion to Parent Common Stock and the Exchange Ratio;. (c) in effecting such assumption and conversion, the aggregate Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Shares Common Stock for delivery upon exercise of the Parent Options and to file all documents required to be filed to cause the shares of Parent Common Stock issuable upon exercise of the Parent Options to be listed on the Nasdaq National Market. As soon as practicable after the Effective Time, but no later than five business days after the Effective Time, Parent shall file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") on Form S-8 (or any successor form) or another appropriate form with respect to the Parent Common Stock subject to each assumed such Parent Options, and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Parent Options remain outstanding. As soon as practicable after the Effective Time, Parent shall inform in writing the holders of Company Options of their rights pursuant to the Company Stock Option will be rounded down, if necessary, Plans and the agreements evidencing the grants of such Company Options shall continue in effect on the same terms and conditions (subject to the next whole share and the aggregate exercise price shall be rounded upadjustments required by Section 2.2(a) hereof), if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent of the Company Options as set forth above; andherein. (fd) In the case of any Company Option to which Section 421 of the Code applies by reason of Section 422 of the Code ("INCENTIVE STOCK OPTIONS"), the option exercise price, the number of shares of Parent Common Stock 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. (e) Parent will make good faith efforts to ensure, to the extent permitted by the Code and to the extent required by and subject to the terms of any such Incentive Stock Options, that Company Options which qualified as Incentive Stock Options prior to the Effective Time, Parent shall take all necessary action Closing Date continue to assume qualify as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number Incentive Stock Options of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Closing. Parent shall prepare and file with makes no representation regarding the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness qualification of such registration statement Company Options as Incentive Stock Options. Parent gives no guarantee or assurances of any particular result with respect to Taxes (and maintain the current status of the prospectus contained thereinas defined in Section 3.14 hereof) for so long as such assumed options remain outstanding. The any holder of Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions.

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options"i) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under or outside of Parent in such number the employee and at such exercise price as provided below and otherwise having director stock plans of the same terms and conditions as in effect Company (the “Company Stock Plans”), whether vested or unvested, that is outstanding immediately prior to the Effective Time (except to the extent that such termsshall, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Effective Time, become fully vested and except that all references be converted into the right at the Effective Time to receive an amount in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be cash, equal to the product of (x) the total number of shares of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and multiplied by (y) the Exchange Ratio; (b) excess, if any, of the exercise price per Parent Share under amount of the new option shall be equal to (x) Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, with the aggregate amount of such payment rounded to the nearest cent (the aggregate amount of such cash for all holders of Company Stock Options, being hereinafter referred to as the “Option Consideration”). (ii) The compensation committee of the board of directors of the Company shall pass such resolutions with respect to the Company Stock Options consistent with the foregoing provisions of this Section 5.5. (iii) As soon as practicable after the date of this Agreement, the Company shall issue written notice in effect under the original a form reasonably acceptable to Parent to each holder of a Company Stock Option which is outstanding as of the date of this Agreement providing among other things that the Company has entered into the Agreement and contingent on the closing of the Merger, (A) all Company Stock Options, including any unvested portion as of the date of this Agreement, will be fully vested and exercisable at any time from the date of the notice until the earlier of the date of termination of the Company Stock Option under the terms of the Company Stock Option or immediately prior to the Effective Time divided by (y) of the Exchange RatioMerger; (cB) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed all unexercised Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that Options which are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) outstanding immediately prior to the Effective Time, Parent shall take all necessary action to assume Time will be converted as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number right to receive the cash consideration, if any, described in Section 5.5(a)(i) of Parent Shares subject the Agreement; (C) except as to the assumed options. No later than twenty (20right to receive the cash consideration, if any, described in Section 5.5(a)(i) days after of the Agreement, all Company Stock Options outstanding as of the Effective Time will terminate and cease to remain outstanding as of the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At The Company shall not grant to any non-employees, including non-employee members of the Effective TimeBoard of Directors ("Directors"), the Company Stock Plan and each option granted by the Company former employees (collectively "NON-EMPLOYEES"), or to any current employees any options to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimeShares, shall be assumed by Parentstock appreciation rights, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsrestricted stock, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive restricted stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans units or any other real or phantom stock or stock equivalents on or after the date of this Agreement except as set forth in Attachment A to Schedule 4.2(a). Options to acquire Shares which are outstanding as of the date of this Agreement and which were granted to employees or Non-Employees under any stock option plan, program or similar arrangement of the Company or any of its subsidiariesSubsidiaries ("Options"), to the extent that such restrictions or limitations shall not have already lapsed, other than Options described in Sections 2.10 and all other terms thereof2.11, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent be treated as set forth above; andfollows: (fi) prior to the Effective Time, Parent shall take all necessary action to assume Each current employee as of the Effective Time all obligations undertaken date of this Agreement whose annual base salary as of the date of this Agreement is $80,000 or more ("Key Employee") and who is holding Options which have an exercise price ("Exercise Price") less than the Closing Price (as defined below) ("In the Money Options") and which are vested as of the Closing Date shall be given the opportunity by Parent under this Section 6.03the Company to make an irrevocable election on a grant by grant basis to be effective immediately following the Closing Date to receive in exchange for cancellation of each such vested In the Money Option either (A) a credit to an individual deferred compensation book account equal to the excess of the Closing Price of a Share over the Exercise Price of such In the Money Option times the number of Shares subject to such In the Money Option, including such deferred compensation book account to have the reservationterms described below, issuance and listing of or (B) an option to purchase a number of shares of Parent Shares at least common stock (a "Parent Option") equal to 150% of the number of Parent Shares subject to the assumed optionsKey Employee's In the Money Option; provided that (x) the Parent Option received in the exchange shall be fully vested and have the same expiration date as the vested In the Money Option exchanged therefor, (y) the Exercise Price of the Parent Option shall equal the Fair Market Value (as defined below), and (z) the Parent Option shall be governed by the provisions of the GTE Corporation 1997 Long-Term Incentive Plan ("LTIP") and by applicable LTIP award agreements. No later than twenty (20) days after For purposes of this Section 2.9(i), the Effective Timedeferred compensation book account shall be denominated in Parent phantom stock units, and dividend equivalent payments shall be credited to such deferred compensation book account at such time and in such manner as dividends are paid on Parent common stock. Before the third anniversary of the day of the Closing Date, no distribution may be made in respect of the deferred compensation book account to a Key Employee who is employed by Parent or an affiliate of Parent. The dividend equivalent payments on the deferred compensation book account shall be subject to forfeiture in the event the Key Employee is not employed by Parent or an affiliate of Parent on any date that precedes the third anniversary of the day of the Closing Date. Parent shall prepare determine administrative procedures and file provisions with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject regard to the assumed options deferred compensation book account. In the event a Key Employee does not make an irrevocable election described in this Section 2.9(i) before the Closing Date, the Key Employee shall be deemed to have irrevocably elected the deferred compensation book account credit as described in clause (A) above and all In the Money Options shall maintain be canceled. For purposes of this Section 2.9, Section 2.10, and Section 2.11, (i) "Closing Price" shall mean the effectiveness of such registration statement (and maintain the current status purchase price per share of the prospectus contained thereinShares as set forth in Section 1.1(a), (ii) for so long "Fair Market Value" shall mean the average of the high and low sales price of the Parent common stock on the composite tape of the New York Stock Exchange issues as such assumed options remain outstanding. The Company shall cooperate withof the Closing Date, and assist Parent or, in the preparation ofevent that no trading occurs on such day, such registration statementthen the applicable value shall be determined on the last preceding day on which trading took place and (iii) "Closing Date" shall mean the day of the consummation of the Offer.

Stock Options. At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Stock of Shares (a “MediVision Option”) under the Company pursuant to the Company Stock Plan Option Plans ("Company Stock Options") which is outstanding as defined in Section 5.01(b)(i)(A)), whether or not exercisable and unexercised immediately prior to the Effective Timewhether or not vested, shall be assumed by Parent, and each of the Company Stock Options shall be OIS such that it is converted into an option (a “Replacement Option”) to purchase a number of shares of OIS Common Stock equal to the number of Shares underlying such MediVision Option multiplied by the Conversion Ratio, at an exercise price per share of Common Stock of Parent in such number and at such equal to the exercise price as provided below and otherwise having the same terms and conditions per Share of such MediVision Option as in effect immediately prior to the Effective Time Closing divided by the Conversion Ratio and with such other terms and conditions as were applicable to such MediVision Option (except including any repurchase rights or vesting provisions); provided, that OIS shall use its reasonable efforts to effect the extent conversion in such a manner that such termsthe Replacement Options shall have the same tax attributes as the MediVision Options; provided, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except however, that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (ai) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) exercise price and the number of shares of Company OIS Common Stock subject purchasable pursuant to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option Replacement Options shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected determined in a manner consistent with the requirements of Section Sections 409A, 422 and 424(a) of the Code; , as applicable; (eii) except for the purposes of converting option exercise prices, euros will be converted into U.S. dollars at the exchange rate prevailing at the close of business on the trading date prior to the extent required under date of this Agreement; and (iii) the respective Replacement Options will be issued pursuant to the terms of the Stock OptionsOIS Option Plans. For purposes of this Section 4.04(a), all restrictions or limitations on transfer and vesting with respect OIS shall be considered to Stock Options awarded under have used its "reasonable efforts" to effect the Company Stock Plans or any other plan, program or arrangement conversion of the Company or any of its subsidiaries, to MediVision Options so that the extent that such restrictions or limitations shall Replacement Options have the same tax attributes as the MediVision Options in the following circumstances: (i) if the Options Tax Ruling is not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) issued prior to the Effective TimeDate, Parent shall take all necessary action to assume OIS issues “Nonqualified Stock Options,” meaning options which do not qualify as incentive stock options within the meaning of Section 422 of the Effective Time Code (“ISOs”), for all obligations undertaken by Parent under this Section 6.03, including of the reservation, issuance Replacement Options; and listing of a number of Parent Shares at least equal (ii) if the Options Tax Ruling is issued prior to the number Effective Date, (A) for the MediVision Options with favorable tax treatment under Israeli tax law as described in Section 6.12(c)(i) (“Favorable MV Options”), OIS coordinates the issuance of Parent Shares subject such Replacement Options with the Options Tax Ruling so that ISOs may be issued to the assumed options. No later than twenty (20extent such conversion is permitted and consistent with Sections 422 and 424(a) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained thereinCode, and (B) for so long as the non-Favorable MV Options, OIS issues Nonqualified Stock Options for such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementReplacement Options.

Stock Options. (a) At the Effective Time, each outstanding Option, whether vested or unvested, shall, by virtue of this Agreement and without any further action of the Company Stock Plan and each Company, the Surviving Corporation, TCM or the holder of any Option, be converted into a stock option granted by the Company to purchase shares of TCM Common Stock in a manner consistent with Section 424 of the Company pursuant to the Company Stock Plan Code and as provided by 49 subsection ("Company Stock Options"b) which is outstanding and unexercised immediately prior to below, and, after the Effective Time, all references to the Company in the Company Option Plan and the applicable stock option agreements shall be assumed deemed to refer to the Surviving Corporation, which shall have retained the Company Option Plan as of the Effective Time by Parentvirtue of this Agreement and the Merger and without any further action, except that references to shares of Company Common Stock shall be deemed to be to TCM Common Stock in accordance with subsection (b) below. (b) Each Option so retained by the Surviving Corporation under this Agreement shall continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions set forth in the Company Option Plan and the applicable stock option agreements as in effect immediately prior to the Effective Time (except to the extent that such termsTime, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each (i) such Company Stock Option to the Company shall will be deemed to refer to Parent): (a) the exercisable for that number of Parent Shares to be subject to the new option shall be shares of TCM Common Stock equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock that were purchasable under such Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole number of shares of TCM Common Stock and (yii) the Exchange Ratio; (b) the per share exercise price per Parent Share under for the new option TCM Common Stock issuable upon exercise of such assumed Option shall be equal to the quotient of (x) the exercise price per share of Company Common Stock in effect under the original Company Stock at which such Option was exercisable immediately prior to the Effective Time Time, divided by (y) the Common Stock Exchange Ratio; (c) in effecting such assumption and conversion, rounding the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate resulting exercise price shall be rounded up, if necessary, up to the next whole cent; (d) . It is the adjustments provided herein with respect intention of the parties that the Options remaining outstanding following the Effective Time will qualify, to any options that are "the maximum extent permissible following the Effective Time, as incentive stock options" (options as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except Code solely to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock such Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent qualified as set forth above; and (f) incentive stock options prior to the Effective Time, Parent shall take all necessary action to assume . (c) As soon as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days reasonably practicable after the Effective Time, Parent shall prepare the Company will deliver to Option holders appropriate notices setting forth such holders' rights pursuant to the Company Option Plan and file the applicable stock option agreements evidencing the Options and confirming that the Company Option Plan and the Options have been converted in accordance with the terms and conditions required by this Section 5.06. TCM hereby agrees to register the TCM Common Stock underlying such Options with the SEC a registration statement on Form S-8 within ten (or another appropriate form10) registering a number of Parent Shares representing the number of Parent Shares subject business days subsequent to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementEffective Time.

Stock Options. At The Company shall establish an incentive stock option plan for the Effective Timeexecutives, the Company Stock Plan employees and each option granted by the Company to purchase shares of Common Stock directors of the Company (the "Plan"). The participants in the Plan shall be entitled to purchase, pursuant to the Company Stock Plan options to be granted thereunder ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of within the Code) shall be effected in a manner consistent with the requirements meaning of Section 424(a422(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 (e) except 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 extent required Securities Act of 1933, as amended. The Executive, together with the Company's new President, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and such other executives as shall be hired by the Company during the term of this Agreement upon the advice of ▇▇. ▇▇▇▇▇▇, shall be entitled to purchase, pursuant to the options to be granted under the respective terms 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 or the fair market value of the Common Stock Optionson the date of grant thereof, whichever shall be greater. 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 by the Board or the committee administering the Plan. 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 restrictions 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 on transfer and vesting with respect conditions as the Board or the committee administering the Plan shall deem appropriate pursuant to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement provisions of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementPlan.

Stock Options. At (a) By virtue of the Effective TimeMerger, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Company Stock under any employee stock option or compensation plan or arrangement of the Company pursuant to (the “Company Stock Plan ("Company Stock Options"Plans”) which that is outstanding and unexercised immediately prior to the Effective Time, whether or not then exercisable or vested (a “Company Stock Option”), shall become fully vested and exercisable immediately prior to, and then shall be assumed by Parentcanceled at, the Effective Time, and each the holder thereof shall, subject to Section 2.08, be entitled to receive, from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay to such holders), an amount in cash equal to the product of (i) the excess, if any, of (1) the Merger Consideration over (2) the exercise price per share of Company Stock Options shall be converted into an option subject to purchase such Company Stock Option, with the aggregate amount of such payment rounded up to the nearest cent, and (ii) the total number of shares of Common Company Stock of Parent in subject to such number fully vested and at such exercise price as provided below and otherwise having the same terms and conditions exercisable Company Stock Option as in effect immediately prior to the Effective Time (except the “Option Consideration”). The Option Consideration shall be paid in a one-time lump sum as promptly as practicable after the Effective Time (but no later than ten (10) Business Days after the Effective Time to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result holder of the Merger contemplated hereby and except that all references in each such a Company Stock Option has provided to the Company shall be deemed to refer to Parent): (athe written consent contemplated by Section 6.09(a) the number of Parent Shares to be subject and to the new option shall be equal extent reasonably practicable with respect to all other holders). In the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) event that the exercise price per share of Company Common Stock in effect under the original any Company Stock Option immediately prior is equal to or greater than the Effective Time divided by (y) the Exchange Ratio; (c) in effecting Merger Consideration, such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded upcancelled, if necessaryas of the Effective Time, without consideration or other payment thereon and shall have no further force or effect. As of the Effective Time, all Company Stock Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Stock Option shall cease to have any rights with respect thereto, except for the next whole cent;right to receive Merger Consideration, as applicable, as provided in this Section 2.04(a). (db) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior Prior to the Effective Time, Parent the Company shall take all such actions, if any, as are reasonably necessary action to assume as of give effect to the Effective Time all obligations undertaken transactions contemplated by Parent under this Section 6.032.04 (including, including without limitation, the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementactions required by Section 6.09(a)).

Stock Options. At Subject to the condition set forth in Section 1.6(b) below, as of the Effective Time, the Company Stock Plan and Time each outstanding option granted held by the Company then-current employees of Involve to purchase shares of Common Involve Stock of the Company pursuant to Involve's stock option plans (collectively, such plans the Company "Involve Option Plans," and each such option an "Involve Stock Plan ("Company Stock OptionsOption") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed replaced by Parent, and each of the Company Stock Options shall be converted into an a new substitute option to purchase shares Shares (each such option to purchase Shares a "Substituted Option"), with the number of Common Stock of Parent in such number Shares subject to the Substituted Option and at such the exercise price thereof to be calculated as provided below follows and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):set forth on Schedule 1.5: (a) the number of Parent Shares to be subject to the new option each Substituted Option shall be equal the product (rounded down to the product nearest whole share) of (x) the number of shares of Company Common Involve Stock subject to the original Company such Involve Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio; (b) , and the exercise price per Parent Share under the new option Substituted Option shall be equal the quotient (rounded up to (xthe nearest $.01) of the exercise price per share of Company Common Involve Stock in effect under the original Company Involve Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments . The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting Code with respect to Involve Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement to which Section 421 of the Company or any Code applies by reason of its subsidiariesqualification under Section 422 of the Code. (b) Except as mutually agreed by the holder of a Substituted Option and Kintera, each Substituted Option shall be subject to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect same expiration date applicable to the Merger and the assumption by Parent as set forth above; and (f) relevant Involve Stock Option immediately prior to the Effective Time. Each Substituted Option shall be subject to the revised vesting provisions set forth in an Option Agreement (an "Option Agreement") in substantially the form attached hereto as Exhibit G, Parent to be executed by Kintera and the holder of each Substituted Option, the execution of which is a condition to the substitution of a Substituted Option for any Involve Stock Option. Involve Stock Options for which a Substituted Option is not granted due to failure of the foregoing condition or Involve Stock Options owned by persons not then-current employees of Involve shall take all necessary action to assume terminate as of the Effective Time Time, pursuant to the terms of the Involve Option Plans. Kintera shall take all obligations undertaken by Parent corporate action necessary to reserve for issuance under this Section 6.03, including the reservation, issuance and listing of its 2000 Stock Option Plan a sufficient number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status for delivery upon exercise of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementdescribed above.

Stock Options. At (a) Prior to the Closing Date, the Company’s Board of Directors shall adopt such resolutions and take such other actions as are necessary and sufficient to cause all outstanding unvested and unexercisable options to purchase shares of the Company Common Stock issued pursuant to the Company Stock Option Plan (each outstanding option to purchase shares of the Company Common Stock issued pursuant to the Company Stock Option Plan, whether or not vested and exercisable, a “Company Stock Option”) to be fully vested and exercisable. In addition, at least three Business Days prior to the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to shall provide the Company Stock Plan ("Option holders the opportunity to provide the Company with a notice to exercise some or all of the outstanding Company Stock Options") which is outstanding Options held by them, such exercise to be effective as of the Effective Time; provided that the resolutions and unexercised immediately prior actions of the Company’s Board of Directors to cause all unvested and unexercisable Company Stock Options to be fully vested and exercisable as of the Effective Time, and the exercise of such Company Stock Options by the holders thereof, shall be assumed by Parentcontingent on the Effective Time occurring. The Company Common Stock acquired upon such exercise shall be converted at the Effective Time into the right to receive the Merger Consideration and Parent shall take, and each or cause to be taken, all actions reasonably necessary to issue, as soon as reasonably practicable (but in no event later than five Business Days) after the Effective Time, shares of the Parent Common Stock in respect thereof to the holders of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsexercised, conditions and restrictions may be altered in accordance with their terms as a result terms, pursuant to this Section 1.6(a). (b) At the Effective Time, each Company Stock Option, whether previously vested or unvested, that has not been exercised (whether pursuant to Section 1.6(a) or otherwise) and that has an exercise price per share: (i) equal to or greater than the product of (a) the Parent Average Closing Price and (b) the Exchange Ratio, shall be cancelled without any payment therefor and (ii) less than the product of (a) the Parent Average Closing Price and (b) the Exchange Ratio, shall be cancelled and shall only entitle the holder thereof to receive, at the election of the Merger contemplated hereby and except that all references holder, either (A) a lump sum cash amount, as soon as reasonably practicable (but in each no event later than ten Business Days) after the Effective Time, equal to the product of (u) x (w), where (u) is the excess of the Parent Average Closing Price multiplied by the Exchange Ratio over the exercise price per share under such Company Stock Option and (w) is the total number of shares of the Company Common Stock subject to the Company shall be deemed to refer to Parent):Stock Option for which this election is made, less applicable withholdings, or (aB) the a number of shares of the Parent Shares to be subject to the new option shall be Common Stock equal to (i) the product of (x) the total number of shares of the Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and for which this election is made times (y) the Exchange Ratio; excess of (b1) the exercise price per Parent Share under Average Closing Price multiplied by the new option shall be equal to Exchange Ratio over (x2) the exercise price per share of Company Common Stock in effect under the original such Company Stock Option immediately prior to the Effective Time Option, less applicable withholdings, divided by (yii) the Exchange Ratio; Parent Average Closing Price; provided, that each holder of Company Stock Options who would otherwise have been entitled to receive a fraction of a share of the Parent Common Stock (cwith all calculations rounded to three decimal places) shall receive, in lieu thereof, cash (without interest) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, an amount equal to the next whole product of (i) such fractional part of a share and of the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; Parent Common Stock multiplied by (dii) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) Average Closing Price. At least three Business Days prior to the Effective Time, Parent the Company shall take provide the Company Stock Option holders the opportunity to make the election provided by this Section 1.6(b) with respect to some or all necessary action of the outstanding Company Stock Options held by them, such election to assume be effective as of the Effective Time all obligations undertaken Time; provided that the resolutions and actions of the Company’s Board of Directors authorizing the election provided by Parent under this Section 6.031.6(b) and a holder’s election pursuant to this Section 1.6(b) shall be contingent on the Effective Time occurring; provided, including further, that if any Company Stock Option holder fails to make an election pursuant to this Section 1.6(b), such holder shall be deemed to have made an election to receive shares of the reservationParent Common Stock pursuant to this Section 1.6(b)(ii)(B). Parent shall take, issuance and listing of a number of Parent Shares at least equal or cause to be taken, all actions reasonably necessary to issue to the number holders of the Company Stock Options who have made an election to receive shares of the Parent Shares subject Common Stock pursuant to this Section 1.6(b)(ii)(B), shares of the Parent Common Stock to the assumed options. No extent of such holder’s election as soon as reasonably practicable (but in no event later than twenty (20five Business Days) days after the Effective Time. (c) For purposes of this Section 1.6, “Parent shall prepare and file with Average Closing Price” means the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status average closing price per share of the prospectus contained thereinParent Common Stock on NASDAQ (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the parties) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementfive consecutive trading days immediately preceding the Closing Date.

Stock Options. At Prior to the Effective Time, the Company Stock Plan and Parent shall take such action as may be necessary to cause each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding unexpired and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an 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 in Common Stock as is equal to the number of shares of Company Common Stock that could have been purchased under such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (except rounded to the extent that such termsnearest 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 restrictions may be altered the acceleration thereof) as in accordance with their terms as a result effect at the Effective Time, including the date of grant. At the Merger contemplated hereby and except that Effective Time, (1) all references in each such the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y2) Parent shall assume all of the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein Company's obligations with respect to any options that are "incentive stock options" (Company Options as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionsso amended. No later than twenty (20) days 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 with the SEC a registration statement on Form S-8 (or another appropriate any successor form) registering a number with respect to such shares of Parent Shares representing the number of Parent Shares subject to the assumed options Common Stock and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain or any successor form), including the current status of the any related prospectus contained therein) or prospectuses, for so long as such assumed options the Company Options remain outstanding. The None of the Company shall cooperate with, and assist Parent in Options are "incentive stock options" within the preparation of, such registration statementmeaning of Section 422 of the Code.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan Shares (a "Company Stock OptionsOption") which is outstanding granted under the Company's plans identified in Schedule 1.04 (collectively, the "Company Stock Option Plans"), whether vested or not vested, shall be deemed assumed by Acquiror and unexercised immediately shall thereafter be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option prior to the Effective Time, shall be assumed by Parent, and each the number (rounded up to the nearest whole number) of the Company Stock Options shall be converted into an option to purchase shares of Acquiror Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of determined by multiplying (x) the number of shares of Company Common Stock Shares subject to the original such Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; , at a price per share of Acquiror Common Stock (crounded up to the nearest whole cent) in effecting equal to (A) the exercise price per Share otherwise purchasable pursuant to such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; divided by (dB) the adjustments provided herein with respect Exchange Ratio; provided, however, that in the case of any Company Stock Option to any options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the adjustments provided for in this Section shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options. In addition, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal Company will make any amendments to the number terms of Parent Shares subject such stock option or compensation plans or arrangements that are necessary to give effect to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingtransactions contemplated by this Section. The Company shall cooperate with, and assist Parent represents that no consents are necessary to give effect to the transactions contemplated by this Section. 1.4 SECTION 1.10. Section 1.10 is deleted in the preparation of, such registration statementits entirety. 1.5 SECTION 8.02. The introductory paragraph of Section 8.02 is amended to read in its entirety as follows:

Stock Options. At the Effective Time, each option outstanding (and which by its terms does not lapse on or before the Effective Time) to purchase Company Common Stock (a "Company Stock Option") granted under the Company's 1993 Employee Stock Option Plan, as amended (the "Company Employee Option Plan"), or the Company's 1993 Outside Director Stock Option Plan (the "Company Director Plan" and, together with the Company Stock Plan and each Employee Option Plan, the "Company Option Plans"), whether or not then vested or exercisable, shall be replaced by a comparable option granted by the Company to purchase shares of Parent Common Stock (a "Parent Stock Option"), after giving effect to the requirements of the Company Option Plans (including without limitation any provisions with respect to a change of control of the Company) pursuant to which it was granted and any stock option agreement by which it is evidenced. Notwithstanding the foregoing, in the event that, as of the Effective Time, Parent shall not have reserved a sufficient number of shares for issuance upon exercise of each of the Parent Stock Options contemplated by this Section 2.5, then, to the extent of such deficiency and on a pro rata basis, each holder of a Company Stock Plan Option ("Company Stock Options"whether or not then vested or exercisable) which is outstanding and unexercised shall be entitled to receive, immediately prior to the Effective Time, cash in an amount equal to the difference between (A) the Base Consideration Value minus (B) the per-share exercise price of the applicable Company Stock Option. It is intended that the foregoing provisions shall be assumed by Parent, and each undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Code as to any stock option which is an "incentive stock option." Each Parent Stock Option shall be exercisable for that number of shares of Parent Common Stock equal to the number of the Company Shares subject to the corresponding Company Stock Options Option multiplied by the Stock Exchange Ratio, and shall have an exercise price per share equal to its exercise price per Company Share divided by the Stock Exchange Ratio (the "Adjusted Strike Price"). Any resulting fractional share of Parent Common Stock shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior rounded down to the Effective Time (except nearest whole share and Parent shall pay an amount in cash to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result holder of the Merger contemplated hereby and except that all references in each such Company Stock Option to at the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be Effective Time equal to the product of (x) the number such fractional share of shares of Company Parent Common Stock subject multiplied by an amount equal to the original Company Stock Option immediately prior to Value minus the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Adjusted Strike Price. Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price Company shall use commercially reasonable efforts to take all such steps as may be rounded up, if necessary, required to cause the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in transactions contemplated by this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer 2.5 and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement dispositions of equity securities of the Company or any dispositions of its subsidiaries, to Parent equity securities in connection with this Agreement by each individual who (i) is a director or officer of the extent that such restrictions Company or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (fii) prior to at the Effective Time, Parent shall take all necessary action will become a director or officer of Parent, to assume as be exempt under Rule 16b-3 of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementExchange Act.

Stock Options. At (a) As soon as practicable following the Effective Timedate of this Agreement, Parent and Company (or, if appropriate, any committee of the Board of Directors of Company administering Company's Amended and Restated Stock Option Plan and 1996 Stock Option Plan (collectively, the "Company Stock Plan and Option Plans") shall take such action as may be required to effect the following provisions of this Section 1.04(a). The terms of each outstanding option granted by the Company to purchase shares of Company Common Stock of under the Company pursuant to the Company Stock Plan Option Plans (a "Company Stock OptionsOption") which is ), whether vested or unvested, shall be adjusted as necessary to provide that at the Effective Time, each Company Stock Option outstanding and unexercised immediately prior to the Effective Time, Time shall be assumed by Parent, and each of the Company Stock Options shall be converted into deemed to constitute an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as were applicable under such Company Stock Option (after giving effect to the existing provisions in effect the Company Option Plans or related option agreements that provide for the automatic acceleration of vesting upon consummation of a change of control of Company), the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time (except to the extent assuming for this purpose that such termsoption were then exercisable), conditions and restrictions may be altered in accordance with their terms as at a result price per share of the Merger contemplated hereby and except that all references in each such Company Parent Common Stock Option equal to the Company shall be deemed to refer to Parent): (aA) the number of Parent Shares to be subject to aggregate exercise price for the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject otherwise purchasable pursuant to such Company Stock option divided by (B) the original aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (each, as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to Company Stock Options) any fractional share of Parent Common Stock resulting from such calculation for such holder shall be rounded down to the nearest whole share; and provided further that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such Adjusted Option shall be determined in such manner so as to comply with Section 424 of the Code. Upon exercise of an Adjusted Option, a cash payment shall be made to the holder of such Adjusted Option for the fractional share of Parent Common Stock referred to in the preceding sentence. For purposes of determining the amount of such payment the price of the Parent Common Stock shall be the average closing price per share of the Parent Common Stock on the NYSE for the five trading days immediately prior to the Effective Time and (y) the Exchange Ratio;date of exercise. (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (As soon as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options practicable after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Option Plans and that such Company Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.04 after giving effect to the Merger). (c) Parent shall take all such actions as are necessary action to assume as for the assumption of the Effective Time all obligations undertaken by Parent under Company Option Plans pursuant to this Section 6.031.04, including the reservation, issuance and listing of a number of Parent Shares at least equal Common Stock as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by this Section 1.04. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC (as hereinafter defined) a registration statement on Form S-8 (or another other appropriate form) registering a number form with respect to shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options Company Stock Options issued under such Company Option Plans and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such Company Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options Company Stock Options remain outstanding. The With respect to those individuals, if any, who subsequent to the Effective Time will be subject to the reporting requirements under Section 16(a) of the 1934 Act (as hereinafter defined), where applicable, Parent shall use all reasonable efforts to administer the Company shall cooperate with, and assist Parent Option Plans assumed pursuant to this Section 1.04 in a manner that complies with Rule 16b-3 promulgated under the preparation of, 1934 Act to the extent the applicable Company Option Plan complied with such registration statementrule prior to the Merger.

Stock Options. (i) At the Effective Time, each outstanding Company Option under the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimePlans, whether vested or unvested, shall be assumed by Parent, and each of the Company Stock Options shall be converted into deemed to constitute an option to purchase acquire (a "New Parent Option"), on the same terms and conditions as were applicable under such Company Option, the number of shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior (rounded to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (anearest whole number) the number of Parent Shares to be subject to the new option shall be equal to the product of (xA) the number of shares Shares issuable upon exercise of such Company Option and (B) the Price Per Share divided by the average of the closing sales prices of Common Stock subject to of Parent on the original Company New York Stock Option Exchange for the ten (10) consecutive days immediately prior to and including the day preceding the Effective Time and (y) the Exchange Ratio; (b) the Time, at an exercise price per Parent Share under share (rounded to the new option shall be nearest whole cent) equal to (x) the aggregate exercise price per share of for the Shares otherwise purchasable pursuant to such Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of shares of Common Stock of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, purchasable pursuant to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" New Parent Option (as defined calculated immediately above); provided, however, that in the case of any Company Option to which Section 422 of the Code) Code applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be effected determined in a manner consistent accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions . At or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent the Company shall take all necessary action actions to assume as permit the assumption of the Effective Time all obligations undertaken unexercised Company Options by Parent under pursuant to this Section 6.03, including and shall take all action necessary to cause the reservation, issuance and listing of a number of Parent funds held in the Company's Employee Stock Purchase Plan to be used to purchase outstanding Shares through open market transactions so that such Shares will be converted into the right to receive cash in the Merger; provided that thereafter the Company shall terminate the Company's Employee Stock Purchase Plan. -40- 44 (ii) Effective at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare assume, as a New Parent Option, each outstanding Company Option in accordance with this Section and file with the SEC terms of the Stock Plan under which it was issued and the stock option agreement by which it is evidenced. Not later than thirty calendar days after the Closing Date, Parent shall file a registration statement under the Securities Act of 1933 on Form S-8 (S-8, or another other appropriate form) registering a number , covering shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist New Parent in the preparation of, such registration statementOptions.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised or immediately prior to the Effective Time, each outstanding Company Option (defined below) which is vested or which pursuant to the terms of the relevant Stock Plan (defined below) become vested by virtue of the Offer or the Merger shall be assumed by Parentcanceled, and each holder of any such option shall be paid by the Company Stock Options shall be converted into promptly after the Effective Time for each such option an option to purchase shares amount determined by multiplying (i) the excess, if any, of Common Stock of Parent in such number and at such $29.25 per Share over the applicable exercise price as provided below and otherwise having of such option by (ii) the same terms and conditions as number of Shares such holder could have purchased had such holder exercised such option in effect full immediately prior to the Effective Time (except as if such Company Option was exercisable in full); subject to the extent that such terms, conditions limitations set forth in an amendment to certain option agreements (true and restrictions may be altered in accordance complete copies of which have been provided to Parent) with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option respect to the Company Options issued in 1999. The Company shall take such action or, if required, shall amend each of the Company's Stock Plans that do not provide for the vesting of unvested Company Options by virtue of the Offer or the Merger so that, at the Effective Time, each of the then outstanding unvested Company Options shall by virtue of the Merger, and without any further action on the part of any holder thereof, be deemed assumed by Parent and converted into an option to refer to Parent): purchase that number of shares of common stock, par value $.10 per share (a) "PARENT COMMON STOCK"), of Parent determined by multiplying the number of Parent Shares to be subject to such Company Option at the new option shall be Effective Time by the quotient obtained by dividing (x) $29.25 by (y) the average closing price of Parent Common Stock on the New York Stock Exchange Composite Tape for the 30 consecutive trading days immediately prior to the Effective Time (such quotient, the "CONVERSION NUMBER"), at an exercise price per share of Parent Common Stock equal to the product of quotient obtained by dividing (x) the number exercise price per Share of shares of such Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.the

Stock Options. At the Effective Time, the The Company Stock Plan and each option granted by the Company to purchase has reserved 1,066,824 shares of Common Stock for issuance under the Stock Plans, of which options with respect to 953,281 shares are outstanding as of the Company pursuant date of this Agreement. Section 2.2(b) of the Disclosure Schedule accurately sets forth, with respect to the Company Stock Plan ("Company Stock Options") which each Option that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each as of the Company Stock Options shall be converted into date of this Agreement: (i) the name of the holder of such Option and whether such holder is an option to purchase employee or non-employee; (ii) the total number of shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be are subject to the new option shall be equal to the product of (x) such Option and the number of shares of Company Common Stock with respect to which such Option is immediately exercisable; (iii) the date on which such Option was granted and the term of such Option; (iv) the vesting schedule for such Option and whether the vesting of such Option shall be subject to any acceleration in connection with the original Company Stock Option immediately prior to Merger or any of the Effective Time and other transactions contemplated by this Agreement; (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (xv) the exercise price per share of Company Common Stock in effect purchasable under the original Company Stock such Option; and (vi) whether such Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "is an “incentive stock options" (option” as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Code or subject to Section 424(a) 409A of the Code; . Each grant of an Option was duly authorized no later than the date on which the grant of such Option was by its terms to be effective (ethe “Grant Date”) except to by all necessary corporate action, including, as applicable, approval by the extent board of directors of the Company (or a duly constituted and authorized committee thereof) and any required under stockholder approval by the respective necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in compliance with the terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program applicable compensation plan or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other applicable Legal Requirements, the per share exercise price of each Option was equal to or greater than the fair market value of a share of Common Stock on the applicable Grant Date and, except as set forth in Section 2.2(b) of the Disclosure Schedule, each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and each Option qualifies for the Tax treatment afforded to such Option in the Tax Returns of the Company. All options with respect to shares of Common Stock that were ever issued by the Company ceased to vest on the date on which the holder thereof ceased to be an employee of or a consultant to the Company. The exercise of the Options and the payment of cash in respect thereof complied and will comply with the terms thereofof the Stock Plans, shall remain in full force all Contracts applicable to such Options and effect all applicable Legal Requirements and, as of the Effective Time, no former holder of an Option will have any rights with respect to such Stock Options after giving effect to Option other than the Merger and the assumption rights contemplated by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding1.6(a). The Company shall cooperate withhas delivered to Parent accurate and complete copies of the Stock Plans, each form of agreement used thereunder and assist Parent in the preparation of, such registration statementeach Contract pursuant to which any Option is outstanding.

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options"a) which is outstanding and unexercised immediately Immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an then outstanding option to purchase shares of Company Common Stock of Parent in such number and at such exercise price as provided below and otherwise having (other than options granted under the same terms and conditions as in effect immediately prior to Company's Employee Stock Purchase Plan (the Effective Time "Employee Stock Purchase Plan")), which is then exercisable (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each case, a "Company Option") shall be canceled by the Company and in consideration of such Company Stock Option to cancellation, the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject pay to the new option shall be holders of Company Options an amount in respect thereof equal to the product of (xA) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per share of Company Common Stock subject to the unexercised portion of such Company Option immediately prior to its cancellation and (B) the number of shares of Company Common Stock subject to the original unexercised portion of such Company Stock Option immediately prior to its cancellation. Such payment, if any, shall be less any required withholding Taxes and without interest. The Company shall use its commercially reasonable best efforts to obtain the Effective Time and (y) consent of each holder of Company Options to such cancellation if such consent is required under the Exchange Ratio;terms thereof. (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately Immediately prior to the Effective Time divided Time, each outstanding share of restricted stock that is not vested shall be canceled by (y) the Exchange Ratio;Company without any consideration whatsoever. (c) in effecting such assumption Except as otherwise agreed to by the Company and conversionParent, the aggregate number Company shall use its reasonable best efforts to ensure that (i) all plans, programs or arrangements providing for the issuance or grant of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with any interest in respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement capital stock of the Company or any of its subsidiaries, to the extent that such restrictions or limitations Subsidiaries shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume terminate as of the Effective Time all obligations undertaken by Parent under (including the Employee Stock Purchase Plan as provided in Section 2.5 below). (d) Prior to the consummation of the Offer, the Company shall, if necessary, amend the terms of the applicable plans, programs and arrangements to give effect to the provisions of this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement2.4.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each option all options granted by the Company ▇▇▇▇▇ ("▇▇▇▇▇ Options") to purchase shares of ▇▇▇▇▇ Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is are outstanding and unexercised immediately prior to the Effective Time, thereto shall be assumed by Parentconverted, and each of the Company Stock Options shall be converted in their entirety, automatically into an option options to purchase shares of Premier Common Stock of Parent (the "Continuing Options") in such number an amount and at such an exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time terms of ▇▇▇▇▇’ 2003 Stock Based Incentive Plan (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company "▇▇▇▇▇ Stock Option to the Company shall be deemed to refer to ParentPlan")): (a1) the The number of Parent Shares shares of ▇▇▇▇▇ Common Stock to be subject to the new option Continuing Options shall be equal to the product of (x) the number of shares of Company ▇▇▇▇▇ Common Stock subject to the original Company ▇▇▇▇▇ Options and .4461, provided that any fractional shares of Premier Common Stock Option immediately prior resulting from such multiplication shall be rounded down to the Effective Time and (y) the Exchange Ratio;nearest share; and (b2) the The exercise price per Parent Share share of Premier Common Stock under the new option Continuing Options shall be equal to (x) the exercise price per share of Company ▇▇▇▇▇ Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time ▇▇▇▇▇ Options divided by (y) the Exchange Ratio; (c) in effecting .4461, provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent; (d) the adjustments . The adjustment provided herein with respect to any options that which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective . The duration and other terms of the Stock Continuing Options shall be the same as the ▇▇▇▇▇ Options, except that all restrictions or limitations references to ▇▇▇▇▇ shall be deemed to be references to Premier. (b) At all times after the Effective Time, Premier shall reserve for issuance such number of shares of Premier Common Stock as necessary so as to permit the exercise of Continuing Options in the manner contemplated by this Agreement and in the instruments pursuant to which such options were granted. Shares of Premier Common Stock issuable upon exercise of Continuing Options shall be covered by an effective registration statement on transfer Form S-8, and vesting Premier shall file a registration statement on Form S-8 covering such shares as soon as practicable after the Effective Time, but in no event later than 30 days after the Effective Time. (c) Continuing Options may be exercised in accordance with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement terms of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain ▇▇▇▇▇ Options in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) immediately prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare applicable law and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementregulation.

Stock Options. At (a) Prior to the Effective Time, the Company Stock Plan and Board shall take all necessary actions so that each option granted by the Company to purchase shares of Company Common Stock of granted by the Company Company, whether granted pursuant to the Company Stock Option Plan ("individually, a “Company Stock Plan Option”) or otherwise (collectively, including all Company Plan Options", the “Company Options”) which that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parentwhether vested or unvested, and each of the Company Stock Options shall be converted into an option and become rights with respect to purchase shares of Parent Common Stock of Stock, and Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsshall assume each Company Option, conditions and restrictions may be altered in accordance with their the terms as a result of the Merger contemplated hereby and Company Option Plan and/or stock option agreement by which it is evidenced, except that all references in each from and after the Effective Time, (i) 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 Option to (or cash, if so provided under the terms of such Company shall be deemed to refer to Parent): Option), (aiii) the number of shares of Parent Shares to be Common Stock subject to the new option such Company Options shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original such Company Stock Option Options immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio;, rounded down to the nearest whole share, and (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding up to the nearest cent. In addition, notwithstanding the provisions of clauses (iii) and (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 Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 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). (b) As soon as practicable after the exercise price per Effective Time, Parent Share under shall deliver to the new option participants in each Company Option Plan an appropriate notice setting forth such participant’s rights pursuant thereto and the grants subject to such Company Option Plan shall be equal to (x) the exercise price per share of Company Common Stock continue in effect under on the original same terms and conditions (subject to the adjustments required by Section ‎1.8(a) after giving effect to the Merger), and Parent shall comply with the terms of each Company Stock Option immediately Plan to ensure, to the extent required by, and subject to the provisions of, such Company Option Plan, that Company Options that qualified as incentive stock options prior to the Effective Time divided by (y) continue to qualify as incentive stock options after the Exchange Ratio; (c) in effecting such assumption Effective Time and conversion, Company Options that qualified for exemption from application of Section 409A of the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, Code prior to the next whole share and the aggregate exercise price shall be rounded up, if necessary, Effective Time continue to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions remain so exempt. At or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all corporate action necessary action to assume as reserve for issuance sufficient shares of the Effective Time all obligations undertaken Parent Common Stock for delivery upon exercise of Company Options assumed by Parent under it in accordance with this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options‎1.8. No later than twenty (20) days As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or another any successor or other appropriate form) registering a number forms), with respect to the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed such options and shall use its reasonable efforts to maintain the effectiveness of such registration statement statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. (a) At the Effective Time, the Company Stock Plan all outstanding and each option granted by the Company unexercised employee and director options to purchase shares of ▇▇▇▇▇▇ Common Stock of the Company pursuant to the Company (each, a “▇▇▇▇▇▇ Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to Option”), whether vested or unvested at the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into then cease to represent an option to purchase shares of ▇▇▇▇▇▇ Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior will be converted automatically into options to the Effective Time (except purchase M&T Common Stock; provided, that with respect to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company ▇▇▇▇▇▇ Stock Option that is subject to performance-based vesting conditions, the Company performance-based vesting conditions applicable to such ▇▇▇▇▇▇ Stock Option shall be deemed satisfied at the Effective Time. The following shall apply with respect to refer to Parent):each ▇▇▇▇▇▇ Stock Option after the Effective Time: (ai) the number of Parent Shares to be subject to the new option shall be shares of M&T Common Stock purchasable upon exercise of each ▇▇▇▇▇▇ Stock Option will equal to the product of (x) the number of shares of Company ▇▇▇▇▇▇ Common Stock subject to that were purchasable under the original Company ▇▇▇▇▇▇ Stock Option immediately prior to before the Effective Time and (y) the Exchange Ratio;, rounded down, if necessary, to the nearest whole share; and (b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company M&T Common Stock for each ▇▇▇▇▇▇ Stock Option will equal (x) the per share exercise price of the ▇▇▇▇▇▇ Stock Option in effect under the original Company Stock Option immediately prior to before the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole nearest cent;. (db) Notwithstanding the foregoing, (i) the adjustments provided herein with respect exercise price and the number of shares of M&T Common Stock purchasable pursuant to any options that are "incentive stock options" (as defined in Section 422 of the Code) ▇▇▇▇▇▇ Stock Options shall be effected determined in a manner consistent with any applicable requirements of Section 409A of the Code and (ii) in the case of any ▇▇▇▇▇▇ Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of M&T Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code;. (ec) except M&T will assume each ▇▇▇▇▇▇ Stock Option as adjusted in accordance with Section 2.5(a) above. Except as specifically provided above, following the Effective Time, each ▇▇▇▇▇▇ Stock Option shall continue to be governed by the extent required same terms and conditions (including vesting) as were applicable under the respective terms of the such ▇▇▇▇▇▇ Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) Option immediately prior to the Effective TimeTime pursuant to the applicable award agreement. As used in this Agreement, Parent shall take all necessary action to assume as the term “▇▇▇▇▇▇ Stock Plans” means the plans set forth in Section 2.5(c) of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement▇▇▇▇▇▇ Disclosure Schedule.

Stock Options. (i) At the Effective Time, and subject to the Company provisions of paragraph (ii) of this Section 1.02(g), each option to acquire First Essex Common Stock Plan ("First Essex Option") which is then outstanding and exercisable immediately prior to the Effective Time held by (A) a director of First Essex, (B) an employee of First Essex who will not continue employment with Sovereign following the Effective Date, (C) an employee of First Essex holding fewer than 2,000 First Essex Options who will continue employment with Sovereign following the Effective Date, or (D) an employee of First Essex holding in excess of 2,000 First Essex Options who will continue employment with Sovereign following the Effective Date and so elects pursuant to a written election submitted to First Essex prior to the Election Date, shall be terminated and each option granted by the Company grantee thereof shall be entitled to purchase shares receive, in lieu of, and in full satisfaction of, each share of First Essex Common Stock that would otherwise have been issuable upon the exercise thereof, an amount equal to the positive difference between the Cash Consideration and the exercise price for such First Essex Option; provided, however, that if no positive difference exists between the Cash Consideration and the exercise price for a First Essex Option covered by this Section 1.02(g)(i), such First Essex Option shall be converted in a manner specified in Section 1.02(g)(ii). First Essex agrees to take or cause to be taken all action necessary to provide for termination of First Essex Options covered by this Section 1.02(g)(i) and the payment of the Company amounts required in connection therewith effective at or before the Effective Time. (ii) In the event that an employee of First Essex holding in excess of 2,000 First Essex Options who will continue employment with Sovereign following the Effective Date so elects pursuant to a written election submitted to First Essex prior to the Company Stock Plan Election Date, which shall be in such form as shall be prescribed by First Essex and reasonably satisfactory to Sovereign, each First Essex Option held by such holder ("Company Stock Options"or by a holder of a First Essex Option for which no positive difference exists between the Cash Consideration and the exercise price of such First Essex Option as provided in Section1.02(g)(i)) which is outstanding and unexercised immediately prior to the Effective Time, whether or not then outstanding an unexercised immediately prior to the Effective Time, whether or not then exercisable, shall be assumed by Parent, cease to represent a right to acquire shares of First Essex Common Stock and each of the Company Stock Options shall be converted automatically into an option to purchase shares of Sovereign Common Stock and the corresponding number of Parent in such number Sovereign Stock Purchase Rights, and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsSovereign shall assume each First Essex Option, conditions and restrictions may be altered in accordance with their the terms as a result of the Merger contemplated hereby applicable First Essex Stock Option Plan and stock option or other agreement by which it is evidenced, except that all references in each from and after the Effective Time, (i) Sovereign and its Board of Directors shall be substituted for First Essex and the committee of First Essex's Board of Directors (including, if applicable, the entire Board of Directors of First Essex) administering such Company First Essex Stock Option to the Company shall Plan, (ii) each First Essex Option assumed by Sovereign may be deemed to refer to Parent): exercised solely for shares of Sovereign Common Stock, (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xiii) the number of shares of Company Sovereign Common Stock subject to such First Essex Option shall be equal to the original Company number of shares of First Essex Common Stock subject to such First Essex Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, as the case may be, provided that any fractional shares of Sovereign Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (yiv) the per share exercise price under each such First Essex Option shall be adjusted by dividing the per share exercise price under each such First Essex Option by the Common Stock Exchange Ratio; (b) , as the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting case may be, provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next whole nearest cent; . Notwithstanding clauses (diii) and (iv) of the adjustments provided herein with respect to any options that are preceding sentence, each First Essex Option which is an "incentive stock optionsoption" (shall be adjusted as defined in required by Section 422 424 of the Code) shall be effected in IRC, and the regulations promulgated thereunder, so as not to constitute a manner consistent with modification, extension or renewal of the requirements option within the meaning of Section 424(a424(h) of the Code;IRC. Sovereign and First Essex agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(g). (eiii) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior Prior to the Effective Time, Parent First Essex shall take or cause to be taken all necessary action actions required under First Essex Stock Option Plans to assume as provide for the actions set forth in paragraphs (i) and (ii) of the Effective Time all obligations undertaken by Parent under this Section 6.031.02(g), including the reservation, issuance and listing of a number of Parent Shares at least equal which actions shall be reasonably satisfactory to the number of Parent Shares subject to the assumed options. No later than twenty Sovereign. (20iv) Within 10 days after the Effective TimeDate, Parent Sovereign shall prepare and file with the SEC a registration statement on Form S-8 (or another any other successor or appropriate form) registering a number with respect to the shares of Parent Shares representing the number of Parent Shares Sovereign Common Stock and Sovereign Stock Purchase Rights subject to the assumed options referenced in this Section 1.02(g), and shall maintain the effectiveness of such registration statement (and use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein) therein for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. (i) At the Effective Time, each outstanding option to purchase Company Shares (a "Company Option") under the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimePlans, whether vested or unvested, shall be assumed by Parent, and each of the Company Stock Options shall be converted into deemed to constitute an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to the Effective Time were applicable under such Company Option (except to the extent that such terms, terms and conditions and restrictions may be are altered in accordance with their terms as a result of the Merger consummation of the transactions contemplated hereby and except that all references in each by this Agreement), the same number of shares of SBC Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company shall be deemed Option in full immediately prior to refer the Effective Time (rounded down to Parent): the nearest whole number) (aa "Substitute Option"), at an exercise price per share (rounded up to the nearest whole cent)(the "Substitute Option Price") equal to (y) the aggregate exercise price for the Company Shares otherwise purchasable pursuant to such Company Option divided by (z) the number of Parent Shares full shares of SBC Common Stock deemed purchasable pursuant to be subject such Company Option in accordance with the foregoing. For each Substitute Option substituted for a Company Option that included a right under certain circumstances to receive dividend equivalents in the form of stock units ("Company Stock Units"), all Company Stock Units credited to the new option account of the holder of such Substitute Option at the Effective Time shall, as of the Effective Time, be deemed to constitute a number of stock units, each of which shall be represent one share of SBC Common Stock ("SBC Stock Units"), equal to the product of (x) the number of shares of Company SBC Common Stock subject the holder of such Substitute Option would have been entitled to the original receive pursuant to this Agreement had such Company Stock Option Units been distributed to such holder in full immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option thereafter SBC Stock Units shall continue to be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior credited to the Effective Time divided by (y) account of the Exchange Ratio; (c) in effecting holder of such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Substitute Option will be rounded down, if necessary, to the next whole share same extent and on the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (same terms and conditions as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded they would have under the Company Stock Plans or any other plan, program or arrangement of Option for which the Company or any of its subsidiaries, to Substitute Option was substituted (except that the extent that such restrictions or limitations record dates and dividend amounts shall not have already lapsedbe the record dates and dividend amounts for SBC Common Stock), and all other terms thereof, such SBC Stock Units shall remain be distributed at the same times and in full force and effect with respect the same manner as the Company Stock Units would have been distributed had the Substitute Option not been substituted for the Company Option (except that the option price used to such determine if the SBC Stock Options after giving effect to Units can be distributed shall be the Merger and the assumption by Parent as set forth above; and (f) Substitute Option Price). At or prior to the Effective Time, Parent the Company shall take make all necessary action arrangements with respect to assume the Company Stock Plans to permit the assumption of the unexercised Company Options by SBC pursuant to this Section and as of soon as practicable after the Effective Time SBC shall use its best efforts to register under the Securities Act on Form S-8 or other appropriate form (and use its best efforts to maintain the effectiveness thereof) shares of SBC Common Stock issuable pursuant to all obligations undertaken Substitute Options. (ii) Effective at the Effective Time, SBC shall assume each Company Option in accordance with the terms of the Company Stock Plan under which it was issued and the stock option agreement by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionswhich it is evidenced. No later than twenty (20) days As promptly as practicable after the Effective Time, Parent the Company shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject deliver to the assumed options and shall maintain participants in the effectiveness of Stock Plans appropriate notices setting forth such registration statement (and maintain the current status of the prospectus contained therein) for so long as participants' rights pursuant to such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions.

Stock Options. (a) At the Effective Time, the Company Stock Plan all outstanding and each option granted by the Company unexercised employee and director options to purchase shares of Company Common Stock of the Company pursuant to the (each, a “Company Stock Plan ("Company Stock Options"Option”) which is outstanding will vest and unexercised immediately prior then cease to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into represent an option to purchase shares of Company Common Stock of Parent in such number and at such exercise price as provided below will be converted automatically into options to purchase Purchaser Common Stock, and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in Purchaser will assume each such Company Stock Option subject to its terms; provided, however, that after the Company shall be deemed to refer to Parent):Effective Time: (ai) the number of Parent Shares to be subject to the new option shall be shares of Purchaser Common Stock purchasable upon exercise of each Company Stock Option will equal to the product of (xi) the number of shares of Company Common Stock that were purchasable under the Company Stock Option immediately before the Effective Time and (ii) the Exchange Ratio, rounded down to the nearest whole share; and (ii) the per share exercise price for each Company Stock Option will equal the quotient of (i) the per share exercise price of the Company Stock Option in effect immediately before the Effective Time and (ii) the Exchange Ratio, rounded up to the nearest cent. (b) Notwithstanding the foregoing, (i) the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to the Company Stock Options shall be determined in a manner consistent with any applicable requirements of Section 409A of the Code and (ii) in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the original requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Stock Option shall continue to be governed by the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in after giving effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of rights resulting from the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except transactions contemplated under this Agreement pursuant to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other planand the award agreements thereunder). As used in this Agreement, program or arrangement the term “Company Stock Plans” means the plans set forth in Section 1.5(b) of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementDisclosure Schedule.

Stock Options. (a) At the Effective Time, the Company Stock Plan all outstanding and each option granted by the Company unexercised employee and director options to purchase shares of Company Common Stock of the Company pursuant to the (each, a “Company Stock Plan ("Company Stock Options"Option”) which is outstanding will vest in full and unexercised immediately prior then cease to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into represent an option to purchase shares of Company Common Stock of Parent in such number and at such exercise price as provided below will be converted automatically into options to purchase Purchaser Common Stock, and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in Purchaser will assume each such Company Stock Option subject to its terms; provided, however, that after the Company shall be deemed to refer to Parent):Effective Time: (ai) the number of Parent Shares to be subject to the new option shall be shares of Purchaser Common Stock purchasable upon exercise of each Company Stock Option will equal to the product of (x) the number of shares of Company Common Stock that were purchasable under the Company Stock Option immediately before the Effective Time and (y) the Merger Consideration, rounded to the nearest whole share; and (ii) the per share exercise price for each Company Stock Option will equal the quotient of (x) the per share exercise price of the Company Stock Option in effect immediately before the Effective Time and (y) the Merger Consideration, rounded to the nearest cent. (b) Notwithstanding the foregoing, (i) the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to the Company Stock Options shall be determined in a manner consistent with any applicable requirements of Section 409A of the Code and (ii) in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the original requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Stock Option shall continue to be governed by the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to any rights resulting from the Merger and transactions contemplated under this Agreement pursuant to the assumption by Parent as Company Stock Plans, the award agreements thereunder or any other agreement applicable to such Company Stock Options). As used in this Agreement, the term “Company Stock Plans” means the plans set forth above; and (fin Section 1.5(b) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementDisclosure Schedule.

Stock Options. At (a) Prior to the Effective Time, the Company shall take all action, including obtaining consents from holders of Options (as defined below), necessary to cause each unexpired and unexercised stock option under the PolyVision 2000 Nonemployee Director Stock Option Plan, the PolyVision 1999 Stock Option Plan, the PolyVision 1994 Stock Option Plan and each option the Company's 1995 Directors Stock Option Plan (collectively, the "Option Plans") or otherwise ------------ granted by the Company other than pursuant to purchase shares of Common Stock any of the Company pursuant Option Plans (each an "Option"), whether vested or unvested, to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised be canceled immediately prior to the ------ Effective Time. In consideration for such cancellation, the holder of each such Option shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and receive at such exercise price or as provided below and otherwise having the same terms and conditions soon as in effect immediately prior to reasonably practicable after the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to cash payment from the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xi) the total number of shares of Company Common Stock subject to the original Company Stock such Option immediately prior to the Effective Time and (yii) the Exchange Ratio; excess (bif any) of (x) the exercise price per Parent Share under the new option shall be equal to Common Stock Merger Consideration over (xy) the exercise price per share of Company Common Stock subject to such Option as in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Time. (cb) in effecting The Company shall take all such assumption and conversion, the aggregate number steps as may be required to cause any dispositions of Parent Shares to be subject to each assumed Company Common Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein including derivative securities with respect to any options that are "incentive stock options" (as defined in Section 422 the Company Common Stock) resulting from the Transactions by each officer or director of the Code) shall be effected in a manner consistent with Company who is subject to the reporting requirements of Section 424(a16(a) of the Code; Securities Exchange Act of 1934, as amended (e) except to the extent required under the respective terms of the Stock Options"Exchange Act"), all restrictions or limitations on transfer and vesting with respect to shares of Company Common Stock Options awarded to be ------------ exempt under Rule 16b-3 promulgated under the Exchange Act. By adopting or approving this Agreement, the Company Stock Board of Directors shall be deemed to have approved and authorized, and the shareholders of the Company shall be deemed to have approved and ratified, each and every amendment to (and such other actions in respect of) the Option Plans or (and any other plan, program or arrangement ) and the agreements evidencing awards under the Option Plans (and any other plan) as the officers of the Company may deem necessary or any of its subsidiaries, appropriate to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as provisions of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement3.5.

Stock Options. At If, but only if, Mr. Sowar does not exercise his right of revocation under paragraph ▇▇(▇), ▇▇low, then the Effective Timestock options granted to Mr. Sowar by PlanetCAD on our about October 17, 1996 (two grants cov▇▇▇▇▇ ▇ ▇otal of 130,833 shares), October 22, 1998 (two grants covering a total of 50,000 shares), and April 26, 2001 (one grant covering 50,000 shares) (each, an "Option," and collectively, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and hereby amended such that each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume fully vested as of the Effective Time all obligations undertaken by Parent under this Section 6.03Date, including the reservationand shall remain fully exercisable until October 1, issuance and listing of a number of Parent Shares at least equal 2006, notwithstanding any language to the number 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 Parent Shares subject to the assumed options. No later cer▇▇▇▇ ▇▇ ▇he Options more than twenty (20) 90 days after the Effective Timetermination 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, Parent shall prepare and file with assumes all risks, costs, expenses and tax liabilities relating to or arising from the SEC a registration statement on Form S-8 (or another appropriate form) registering a number amendment and/or the deferred exercise of Parent Shares representing the number of Parent Shares subject any Option. Mr. Sowar understands and agrees that he should seek independent pro▇▇▇▇▇▇▇▇▇ advice concerning tax and legal matters relating to the assumed options Options and the amendment thereto effected by this Agreement, acknowledges that 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 Options and the amendment thereof. Except as specifically stated in this paragraph, the Options shall maintain the effectiveness of such registration statement (remain in force and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate effect in accordance with, and assist Parent subject to, the terms and conditions stated in the preparation of, such registration statement.Option Agreements and Plans

Stock Options. At (a) Except as described in Section 1.10 of the Company Disclosure Schedule, at the Effective Time, the each option, warrant or other right to purchase Shares (a "Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan (Option" or collectively, "Company Stock Options") issued pursuant to the Company's 1997 Stock Option Plan, IT Professional Stock Option Plan, 2000 Stock Option Plan or other agreement or arrangement, that is outstanding, unexercised and fully vested immediately prior thereto (taking into account any acceleration in the vesting or exercisability of a Company Stock Option by reason of this Agreement or the Merger or the transactions or matters contemplated by this Agreement), and has an exercise price less than (i) the Market Trading Price multiplied by (ii) the Exchange Ratio (the "Company Share Price"), shall cease to represent a right to acquire Shares and automatically shall be converted without any action on the part of any holder of any Company Stock Option, at the Effective Time, into the right to receive an aggregate amount of fully paid and nonassessable shares of Parent Common Stock equal to (i) the difference between (A) the Company Share Price minus (B) the option exercise price multiplied by (ii) the number of option shares divided by (iii) the Market Trading Price. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than agreements to issue outstanding warrants or rights are referred to collectively as the "Company Plans." (b) At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parentwhether vested or unvested, and each of the Company Stock Options shall be converted into has an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option greater than or equal to the Company Share Price, shall be deemed to refer to Parent): (a) the number automatically terminated as of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Time. (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to At the Effective Time, Parent each Company Stock Option that is outstanding, unexercised and unvested and has an exercise price less than the Company Share Price shall take all necessary action to assume be automatically terminated as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan (a "Company Stock OptionsOption") which is outstanding and unexercised immediately prior thereto shall cease to the Effective Time, shall be assumed by Parent, represent a right to acquire shares of Company Common Stock and each of the Company Stock Options shall be converted automatically into an option (a "Converted Company Option") to purchase shares of iPCS Common Stock of Parent in such number an amount and at such the exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Company's 2004 Stock Incentive Plan, as amended (the "Company Option Plan"), the agreements evidencing grants thereunder, and except that all references in each such Company Stock Option to any other agreements between the Company shall be deemed to refer to Parentand an optionee regarding Company Options): (ai) the number of Parent Shares shares of iPCS Common Stock to be subject to the new option Converted Company Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;, provided that any fractional share of iPCS Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (bii) the exercise price per Parent Share share of iPCS Common Stock under the new option Converted Company Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting , provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next nearest whole cent;. (db) the adjustments The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) Company Option shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code; Code and Section 409A of the Code (e) except or a good faith interpretation thereof in the absence of definitive guidance thereunder), and to the extent required under it is not so consistent, such Section 424(a) and Section 409A shall override anything to the respective contrary contained herein. The duration and other terms of the Stock Converted Company Options shall be the same as the original Company Options, except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, shall be deemed to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect be references to such Stock Options after giving effect to the Merger and the assumption by Parent iPCS. As soon as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days practicable after the Effective Time, Parent but no later than 15 Business Days thereafter, iPCS shall prepare and file with use its reasonable best efforts to register under the SEC a registration statement Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 or other appropriate form (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject and use its reasonable best efforts to the assumed options and shall maintain the effectiveness thereof) shares of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The iPCS Common Stock issuable pursuant to all Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions converted pursuant to this Section 1.5.

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock (a “Stock Option”) heretofore granted under any stock option or stock appreciation rights plan, program or arrangement of Parent in such number the Company or under any stock option award agreement, including, without limitation, the Company’s 1995 Stock Option Plan and at such exercise price as provided below 1996 Non-Employee Directors Stock Option Plan (the “Stock Option Plans”), whether or not exercisable or vested, shall by virtue of the Merger and otherwise having without any action on the same terms part of any holder of any Stock Option be cancelled and conditions as in effect immediately prior to the holder thereof will receive within 10 business days of the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance a cash payment with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be respect thereto equal to the product of (xa) the excess, if any, of the Merger Consideration over the exercise price per share of such Stock Option, and (b) the number of shares of Company Common Stock issuable upon exercise of such Stock Option (the “Option Cash Payment”). All amounts payable pursuant to this Section 5.5 shall be subject to and reduced by the amount of any withholding and/or deduction that is required under applicable tax laws. As of the Effective Time, all Stock Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Stock Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. As soon as practicable following the date hereof (and in all events prior to the Closing Date), the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Stock Option Plans) shall adopt such resolutions and/or take such other commercially reasonable actions as are necessary or advisable such that each Stock Option is treated in accordance with this Section 5.5 (including, without limitation, obtaining the express consents of the holders of Stock Options constituting not less than 85% of the outstanding Stock Options (determined with reference to the number of shares of Company Common Stock subject to the original Company such Stock Option immediately prior Options) to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share treatment of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption afforded by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement5.5).

Stock Options. At On the date Acquisition Sub purchases Shares pursuant to the Offer, each outstanding option to purchase Common Stock (a "Stock Option") granted under the Company's 1994 Long-Term Stock Incentive Plan or pursuant to any other employee stock option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 3.3 of the Company Disclosure Schedule (the "Company Stock Option Plan"), whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan pursuant to which such Stock Option was issued. If and to the extent that a Stock Option shall not have been exercised at the Effective Time, such Stock Option shall be automatically canceled. Each holder of a canceled Stock Option shall be entitled to receive as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act from the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan in consideration for such cancellation an amount in cash ("Company Stock Options"less applicable withholding taxes) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xi) the number of shares of Company Common Stock previously subject to the original Company such Stock Option immediately prior to the Effective Time and multiplied by (yii) the Exchange Ratio; (b) excess, if any, of the exercise price per Parent Per Share under the new option shall be equal to (x) Amount over the exercise price per share of Company Common Stock in effect under the original Company previously subject to such Stock Option immediately prior (the "Option Consideration") upon surrender of such Stock Option to the Effective Time divided Company or an affidavit of loss in the form requested by (y) Parent, together with such additional documentation as may be reasonably required by Parent or the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number Company. The surrender of Parent Shares to be subject to each assumed Company a Stock Option will be rounded down, if necessary, to in exchange for the next whole share and Option Consideration in accordance with the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in terms of this Section 422 of the Code2.6(c) shall be effected deemed a release of any and all rights the holder had or may have had in a manner consistent with the requirements respect of Section 424(a) of the Code; (e) except such Stock Option. Prior to the extent required under purchase by Acquisition Sub of Shares pursuant to the respective terms Offer, the Company shall use its reasonable best efforts to obtain all necessary consents or releases from holders of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any Option Plan and take all such other plan, program or arrangement of the Company or any of its subsidiaries, lawful action as may be necessary to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger and transactions contemplated by this Section 2.6(c). Except as otherwise agreed to by the assumption parties, the Company shall use its reasonable best efforts to assure that following the purchase by Parent as set forth above; and (f) prior Acquisition Sub of Shares pursuant to the Effective TimeOffer no participant in the Company Stock Option Plan or other plans, Parent programs or arrangements shall take all necessary action have any right thereunder to assume as acquire any equity securities of the Effective Time Company, the Surviving Corporation or any subsidiary thereof and to terminate all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementplans.

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant (a) Except as provided below with respect to the Company Company's Employee Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective TimePurchase Plan, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock that is outstanding at the Effective Time (a "Company Option") shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent (and a registration statement on Form S-8 therefor shall be filed promptly after the Effective Time) in such number manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and at the regulations thereunder or (ii) to the extent that Section 424 of the Code does not apply to any such exercise price as provided below Company Option, would be such a corporation were Section 424 of the Code applicable to such Company Option. From and otherwise having after the Effective Time, all references to the Company in the Company Options shall be deemed to refer to Parent (other than for purposes of determining whether there has been a change in control of the Company). The Company Options assumed by Parent shall be exercisable upon the same terms and conditions as in effect immediately prior under the Company Options (including provisions thereof, if any, relating to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered acceleration of vesting upon a change in accordance with their terms as a result control of the Merger contemplated hereby and Company) except that all references in each (i) such Company Stock Option Options shall entitle the holder to the Company shall be deemed to refer to Parent): (a) purchase from Parent the number of shares of Parent Shares to be subject Common Stock (rounded to the new option shall be equal to nearest whole number of such shares) that equals the product of (x) the Conversion Fraction multiplied by the number of shares of Company Common Stock subject to the original Company Stock Option such option immediately prior to the Effective Time Time, and (yii) the Exchange Ratio; (b) the option exercise price per share of Parent Share under the new option Common Stock shall be an amount (rounded to the nearest full cent) equal to (x) the option exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by the Conversion Fraction; provided, however, that in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 "), the option price, the number of shares purchasable pursuant to such option and the Code) terms and conditions of exercise of such options shall be effected determined in a manner consistent order to comply with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent . As promptly as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days practicable after the Effective Time, Parent shall prepare issue to each holder of a Company Option a written instrument informing such holder of the assumption by Parent of such Company Option. (b) The current offering period in process as of the date of this Agreement under the Company's Employee Stock Purchase Plan shall continue and file with shares shall be issued to participants thereunder as provided under, and subject to the SEC a registration statement terms and conditions of, such Plan; provided, however, that if the Effective Time occurs prior to the originally scheduled expiration of such current offering period on Form S-8 (or another appropriate form) registering a number September 30, 1998, then immediately prior to the Effective Time, such current offering period under the Company's Employee Stock Purchase Plan shall be ended, and each participant shall be deemed to have purchased immediately prior to the Effective Time, to the extent of Parent Shares representing payroll deductions accumulated by such participant as of such offering period end, the number of Parent Shares subject whole shares of Company Common Stock at a per share price determined pursuant to the assumed options provisions of the Company's Employee Stock Purchase Plan, and each participant shall maintain receive a cash payment equal to the effectiveness balance, if any, of such registration statement (and maintain accumulated payroll deductions remaining after such purchase of such shares. As of the Effective Time, all such shares shall be converted in the manner provided in Section 1.3. No offering periods under the Company's Employee Stock Purchase Plan that are subsequent to the current status offering period in process as of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company date of this Agreement shall cooperate withbe commenced, and assist Parent in the preparation of, such registration statementCompany's Employee Stock Purchase Plan and all purchase rights thereunder shall terminate effective as of the Effective Time.

Stock Options. At (a) Except as provided in Section 3.06(b), contingent on and immediately following the Effective Time, the each Company Stock Plan Option outstanding at the Effective Time with an exercise price less than $1.65 per Company Share (each, an “In-the-Money Company Option”) that is unvested at the Effective Time and each option granted held by the Company to purchase shares of Common Stock a then-current employee of the Company pursuant or its Subsidiaries shall cease to represent a right to acquire Company Shares and shall be converted automatically into an option to purchase Parent Shares on the same terms and conditions (including vesting schedule) as applied to such In-the-Money Company Stock Plan ("Company Stock Options") which is outstanding and unexercised Option immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (ai) the number of Parent Shares (rounded down to the nearest whole share) subject to each assumed In-the-Money Company Option shall be determined by multiplying the number of Company Shares subject to the new option shall be equal to unvested portion of such In-the-Money Company Option by a fraction (the product “Option Exchange Ratio”), the numerator of which is the per share Merger Consideration, and the denominator of which is the average closing price of the Parent Shares on the Nasdaq over the five trading days immediately preceding (xbut not including) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to date on which the Effective Time occurs, and (y) the Exchange Ratio; (bii) the exercise price per Parent Share under (rounded up to the new option nearest whole cent) shall be equal to (x) the per share exercise price per share of such In-the-Money Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio. (b) Each (i) In-the-Money Company Option that is fully vested at the Effective Time, (ii) In-the-Money Company Option held by a non-employee director or former director of the Company and (iii) In-the-Money Company Option which by its terms, or the terms of the Company Equity Plan under which such option was granted, provides that such option shall become fully vested and convert into a right to receive a payment of cash upon the Merger or the other transactions contemplated hereby, shall in each case, contingent on and immediately following the Effective Time, be cancelled and converted automatically into the right to receive, as soon as practicable after the Effective Time, an amount in cash determined by multiplying (x) the excess, if any, of $1.65 over the applicable exercise price of such option by (y) the Exchange Ratio;number of Company Shares subject to the vested portion of such In-the-Money Company Option. (c) in effecting such assumption Contingent on and conversionimmediately following the Effective Time, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, that is not an In-the-Money Company Option assumed pursuant to the next whole share Section 3.06(a) shall cease to represent a right to acquire Company Shares and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;cancelled in full. (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all such actions as are necessary action for the assumption of In-the-Money Company Options pursuant to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.033.06(a), including the reservation, issuance and listing of a number of Parent Shares at least equal as is necessary to effectuate the number of Parent Shares subject to the assumed optionstransactions contemplated by Section 3.06(a). No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing with respect to the number of Parent Shares subject to the such assumed options In-the-Money Company Options and shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such assumed In-the-Money Company Options (and to maintain the current status of the prospectus contained therein) for so long as such assumed options In-the-Money Company Options remain outstanding, subject in each case to policies and practices generally applicable to options to purchase Parent Common Stock at such time. The It is intended that the assumption of the In-the-Money Company Options assumed by Parent shall cooperate with, comply with Sections 409A and assist Parent in 424 of the preparation of, Code and this Section 3.06 shall be construed consistent with such registration statementintent.

Stock Options. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Stock Options granted under the Company Stock Plans, whether vested or unvested, as necessary to provide that, at the Effective Time, the Company each Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is Option outstanding and unexercised immediately prior to the Effective Time, Time shall be assumed by Parent, amended and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that were applicable under such termsStock Option, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject (rounded down to the new option shall be nearest whole share) equal to the product of (xA) the number of shares of Company Common Stock subject to the original Company such Stock Option immediately prior to the Effective Time and multiplied by (yB) the Exchange Ratio; (b) the , at an exercise price per Parent Share under (rounded up to the new option shall be nearest whole cent) equal to (x) the exercise price per share of Company Common Stock in effect under the original Company otherwise purchasable pursuant to such Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Ratio (each, as so adjusted, an "Adjusted Option"); and (cii) in effecting make such assumption and conversion, other changes to the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, Plans as the Company and Parent may agree are appropriate to give effect to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;Merger. (db) the The adjustments provided herein in this Section 5.04 with respect to any options that are "incentive stock options" (as defined in Stock Option to which Section 422 421(a) of the Code) Code applies shall be and are intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code;. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.04 after giving effect to the Merger). (ec) except A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by following procedures to be communicated by Parent with the notice contemplated by Section 5.04(b), together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan or Stock Option Agreement. (d) Except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options options after giving effect to the Merger and the assumption by Parent as set forth above; and. (fe) prior Prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.035.04, including the reservation, issuance and listing of a number of Parent Shares ADSs at least equal to the number of Parent Shares subject to the assumed optionsAdjusted Options. No later than twenty (20) days one business day after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares ADSs representing the number of Parent Shares subject to the assumed options Adjusted Options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options Adjusted Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At the Effective Time, the The Company Stock Plan and each option granted by the Company shall take all actions necessary to purchase provide that all outstanding options to acquire shares of Company Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to granted under any stock option plan, program or similar arrangement of the Effective TimeCompany, each as amended (the "Stock Option Plans"), shall be assumed by Parent, become fully exercisable and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect vested immediately prior to the Effective Time (except 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 termsOptions 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, conditions subject to reduction for any applicable withholding taxes, from Parent or the Surviving Corporation, at the same time and restrictions may be altered in accordance with their terms 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 result negative number, at the election of the Merger contemplated hereby and except that all references holder of any Option, such holder can elect to pay for the Exercise Difference in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) cash or the number of Parent Shares to be subject provided to the new option Option holder under clause (ii) shall be reduced by an amount that is equal in value to the product Exercise Difference based on the higher of (x) the number of shares of Company Common Stock subject to average closing price for a Parent Share on the original Company Stock Option immediately 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 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 (x) use its reasonable best efforts (including, without limitation, by preparing and filing any registration statement and by causing such registration statement to become effective), and the Company shall cooperate in seeking, as of the Effective Time, standby purchasers for Parent Shares for the holders of Options or (y) reduce the Exchange Ratio; (b) Stock Consideration payable in respect of such Options by an amount equal in value to the exercise amount of the remaining withholding based on the higher of the average closing price per for a Parent Share under on the new option shall be equal to (x) Nasdaq National Market for the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately five trading days ending two business days prior to the Effective Time divided by (y) the Exchange Ratio; (c) and a value of $9.75 per share, in effecting each case to enable such assumption and conversion, the aggregate number of Parent Shares holder to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments pay applicable withholding taxes. Except as provided herein with respect or as otherwise agreed to any options that are "incentive stock options" (as defined in Section 422 of by the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except parties and to the extent required under the respective terms of permitted by the Stock OptionsOption Plans, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company shall cause the Stock Option Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume terminate as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At (a) Prior to the Effective Time, the Company Stock Plan and each option granted by (or, if appropriate, any committee of the Company to purchase shares Board of Common Stock Directors of the Company administering the Company's 1989 Stock Option Plan and 1997 Stock Option Plan (each, a "COMPANY OPTION PLAN")) shall (i) obtain all necessary consents from, and provide (in a form acceptable to Parent) any required notices (including the notices required by paragraph (b) below) to, holders of Company Stock Options and (ii) amend the terms of the applicable Company Option Plan, in each case as is necessary to give effect to the following provisions of this Section 3.2(a): (i) Subject to the provisions of Section 16 of the Exchange Act, at the Effective Time each outstanding option to purchase Shares of Company Common Stock pursuant to the Company Stock Option Plans (a "COMPANY STOCK OPTION") that is then vested pursuant to the terms of the relevant Company Option Plan ("including Company Stock Options") which is outstanding and unexercised immediately prior to Options that vest at the Effective Time, ) shall be assumed by Parent, and each of cancelled in exchange for the Company Stock Options shall be converted into right to receive an option to purchase shares of Common Stock of Parent amount in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be cash equal to the product of (xA) the excess, if any, of the Offer Price over the per share exercise price for one Share subject to such Company Stock Option multiplied by (B) the number of shares of Company Common Stock vested Shares subject to the original such Company Stock Option. (ii) In respect of each outstanding Company Stock Option immediately prior to the Effective Time and that shall not vest by its terms (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided without any further action by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans in respect of any Company Option Plan) at or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of notify the Company no later than the Effective Time all obligations undertaken whether such Company Stock Option shall be subject to clause (A) or (B) below. (A) Subject to the provisions of Section 16 of the Exchange Act, at the Effective Time each outstanding Company Stock Option which is designated by Parent under to be subject to this Section 6.03, including clause (A) as provided above shall immediately vest and shall be cancelled in exchange for the reservation, issuance and listing of a number of Parent Shares at least right to receive an amount in cash equal to the number product of Parent Shares subject to (A) the assumed options. No later than twenty (20) days after the Effective Timeexcess, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status if any, of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in Offer Price over the preparation of, such registration statement.per share

Stock Options. At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which Each ▇▇▇▇▇▇▇ Controls Option that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options Time shall be converted as of the Effective Time into either or both an Adjusted ▇▇▇▇▇▇▇ Controls Option and an Adient Option as described below: (i) Stock Options Held by ▇▇▇▇▇▇▇ Controls Group Employees and Former Employees. Each ▇▇▇▇▇▇▇ Controls Option that is outstanding immediately prior to the Effective Time and that is held by a ▇▇▇▇▇▇▇ Controls Group Employee or a Former Employee shall be converted as of the Effective Time into an option Adjusted ▇▇▇▇▇▇▇ Controls Option, and shall be subject to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as in effect were applicable to such ▇▇▇▇▇▇▇ Controls Option immediately prior to the Effective Time (except to as otherwise provided herein, including in this Section 4.02(a)(i) and Section 4.02(d)); provided, however, that from and after the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent):Effective Time: (aA) the number of Parent ▇▇▇▇▇▇▇ Controls Shares to be subject to such Adjusted ▇▇▇▇▇▇▇ Controls Option, rounded down to the new option nearest whole share, shall be equal to the product of (x1) the number of shares of Company Common Stock ▇▇▇▇▇▇▇ Controls Shares subject to the original Company Stock corresponding ▇▇▇▇▇▇▇ Controls Option immediately prior to the Effective Time and multiplied by (y2) the Exchange ▇▇▇▇▇▇▇ Controls Ratio;; and (bB) the per share exercise price per Parent Share under of such Adjusted ▇▇▇▇▇▇▇ Controls Option, rounded up to the new option nearest whole cent, shall be equal to the quotient of (x1) the per share exercise price per share of Company Common Stock in effect under the original Company Stock corresponding ▇▇▇▇▇▇▇ Controls Option immediately prior to the Effective Time divided by (y2) the Exchange ▇▇▇▇▇▇▇ Controls Ratio; (c) . Notwithstanding anything to the contrary in effecting such assumption and conversionthis Section 4.02(a)(i), the aggregate exercise price, the number of Parent ▇▇▇▇▇▇▇ Controls Shares to be subject to each assumed Company Stock Option will be rounded downAdjusted ▇▇▇▇▇▇▇ Controls Option, if necessary, to the next whole share and the aggregate terms and conditions of exercise price of such options shall be rounded updetermined in a manner consistent with the requirements of Section 409A of the Code. In addition, if necessary, in the case of any ▇▇▇▇▇▇▇ Controls Option to which Section 421 of the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Code applies by reason of its qualification under Section 422 of the Code) Code as of immediately prior to the Effective Time, the exercise price, the number of ▇▇▇▇▇▇▇ Controls Shares subject to such option, and the terms and conditions of exercise of such option shall be effected determined in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. 2.6.1. At the Effective Time, each Option, whether or not vested, that has an exercise price that is equal to or greater than the Company ▇▇▇▇▇▇'▇ Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to Value shall be cancelled, without any payment or other consideration therefor. At the Effective Time, except as otherwise provided in Section 7.13, all other Options, whether or not vested, shall be assumed by Parentcancelled and, and as soon as reasonably practicable after the Effective Time, each holder of the Company Stock such Options shall be converted into receive in lieu of such Options an option to purchase shares of Common Stock of Parent amount in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior cash, without interest, equal to the Effective Time (except to Options Spread Value. For any holder of Options, the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option "Options Spread Value" shall be equal to, with respect to such Options, the difference, if positive, between (i) the product of (x) the ▇▇▇▇▇▇'▇ Stock Value multiplied by the number of shares of Company Common Stock subject to such Options less (ii) the original aggregate exercise price with respect to such Options. The "▇▇▇▇▇▇'▇ Stock Value" shall be equal to the closing price of a share of Company Common Stock Option as reported on the American Stock Exchange on the Business Day immediately prior to the Effective Time and (y) the Exchange Ratio;Time. (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior 2.6.2. Prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversionTime, the aggregate number of Parent Shares Company (a) shall take all reasonable steps necessary to be subject to each assumed Company Stock Option will be rounded down, if necessary, make any amendments to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock OptionsOption Plans, all restrictions the individual Option agreements or limitations on transfer and vesting with respect the Options that are necessary to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger transactions contemplated by this Agreement, and (b) shall take reasonable steps necessary to obtain at the assumption by Parent as set forth above; andearliest practicable date all written consents (if necessary) from holders of Options to effect the cancellation of such holders' Options at the Effective Time in accordance with Section 2.6.1. (f) 2.6.3. At or prior to the Effective Time, Parent the Company shall take all reasonable and necessary action actions to assume as advise the holders of the Effective Time all obligations undertaken by Parent Options of their respective rights under this Agreement (including, without limitation, as contemplated by Section 6.037.13), including the reservationOptions, issuance the respective Option agreements and listing the respective Stock Option Plans, to facilitate the timely exercise of a number such rights and obligations to effectuate the provisions of Parent Shares at least equal to the number of Parent Shares subject to the assumed optionsthis Section 2.6 and Section 7.13. No later than twenty (20) days From and after the Effective Time, Parent no holder of Options shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness have any rights in respect of such registration statement Options, other than to receive consideration in the manner described in Section 2.6.1 (and maintain the current status of the prospectus contained therein) for so long except as such assumed options remain outstandingotherwise contemplated by Section 7.13). The Company surrender of any Options and the receipt of consideration therefor in accordance with Section 2.6.1 shall cooperate withbe deemed a release of any and all rights the holder of such Options had, and assist Parent or may have had, in the preparation of, respect of such registration statementOptions.

Stock Options. At the Effective Time, the Company's obligation with respect to each outstanding option (each, a "Company Stock Plan and each option granted by the Company Option") to purchase shares of Company Common Stock of the Company issued pursuant to the Company Company's Stock Plan (the "Company Stock OptionsPlan") which is outstanding and unexercised immediately prior (unless otherwise elected by the optionee pursuant to the Effective Timeterms of an individual agreement) pursuant to the Stock Option Agreement, dated as of December 15, 1993, between the Company and Fred▇▇▇ ▇. ▇▇▇▇▇ (▇▇e "Rose▇ ▇▇▇ion"), as amended in the manner described in the following sentence, shall be assumed by Parent. The Company Options so assumed by Parent shall continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions as set forth in the Stock Plan and the Rose▇ ▇▇▇ion and the agreements pursuant to which such Company Options were issued as in effect immediately prior to the Effective Time Time, which plan, agreements and Rose▇ ▇▇▇ion shall be assumed by Parent, except that (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as the applicable provisions of such plan and Rose▇ ▇▇▇ion and subject to any other rights that a result holder of the Merger contemplated hereby and except that all references in Company Options may have) (a) each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the exercisable for that number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the that number of shares of Company Common Stock subject to the original covered by such Company Stock Option immediately prior to the Effective Time and (y) multiplied by the Exchange Ratio; Ratio and rounded up to the nearest whole number of shares of Parent Common Stock, and (b) the exercise price per share of Parent Share under the new option Common Stock shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments . The adjustment provided herein with respect to any options that Company Options which are "incentive stock optionsIncentive Stock Options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, . Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, reserve for issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number shares of Parent Shares representing Common Stock that will become issuable upon the number of Parent Shares subject to the assumed options and shall maintain the effectiveness exercise of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions pursuant to this Section 2.3.

Stock Options. (i) At the Effective Time, except as otherwise agreed to by Parent and a holder of a Company Option, without any action on the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock part of the holders of Company pursuant Options, each outstanding Vested Company Option, to the Company Stock Plan ("Company Stock Options") which is outstanding and extent unexercised immediately prior to as of the Effective Time, shall be assumed by Parentno longer represent the right to acquire Company Common Stock, and, except as otherwise specifically provided in an agreement between the Parent and each the holder of the any such Vested Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such termsOption, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Vested Company Stock Option to the Company shall be deemed to refer constitute a right to Parent): (a) the number of Parent Shares to be subject receive, an amount in cash equal to the new option shall be equal to excess (if any) of (i) the product of (xA) the number of shares of Company Common Stock subject to such Vested Company Option, multiplied by (B) the original Common Stock Merger Consideration over (ii) the aggregate exercise price of such Vested Company Stock Option, without interest and less any deductions and required withholding Taxes as specified in Section 2.9 hereof (the “Option immediately prior to Merger Consideration”). (ii) At the Effective Time Time, except as otherwise agreed to by Parent and a holder of a Unvested Company Option, without any action on the part of the holders of Company Options, (yi) each outstanding Unvested Company Option, shall no longer represent the Exchange Ratio; right to acquire Company Common Stock, and, (bii) except as otherwise specifically provided in an agreement between the exercise price per Parent Share under and the new option holder of any such Unvested Company Option, each such Unvested Company Option shall be equal deemed to constitute the right to receive, on the same terms and conditions (xexcept as specifically provided in this Agreement) the exercise price per share as were applicable to such Unvested Company Option, on each date (each a “Vesting Event”) in which shares of Company Common Stock subject to such Unvested Company Option would have become vested and exercisable, and provided that the holder of such Unvested Company Option is still employed by the Company or the Parent on such date, an amount in effect under the original Company Stock Option immediately prior cash equal to the Effective Time divided excess (if any) of (i) the product of (A) the number of shares of Company Common Stock subject to such Unvested Option that would have otherwise vested on such Vesting Event, multiplied by (yB) the Exchange Ratio; Common Stock Merger Consideration over (cii) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price of such Unvested Company Option, without interest and less any deductions and required withholding Taxes as specified in Section 2.9 hereof (the “Unvested Option Merger Consideration”). (iii) For the avoidance of doubt, no payment shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein made with respect to any options that are "incentive stock options" Company Option, vested or unvested, if the exercise price of such Company Option exceeds the Common Stock Merger Consideration and such Company Options shall be cancelled and terminated at the Effective Time, without payment in respect thereof (as defined in iv) Any amounts payable pursuant to this Section 422 2.6(e) for Vested Company Options granted under Section 102 of the Code) ITO or in respect of Company Common Stock acquired upon the exercise of Vested Company Options granted under Section 102 of the ITO shall be effected delivered promptly after the Closing Date and in a manner consistent accordance with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock OptionsIsraeli Option Tax Ruling, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiariesif obtained, to the extent that Trustee and held in trust by the Trustee pursuant to the applicable provisions of Section 102 and the Israeli Options Tax Ruling, if obtained. Such amounts shall be released by the Trustee, together with any interest earned thereon by virtue of the investment of such restrictions or limitations shall not have already lapsedamounts by the Trustee, in accordance with the terms and conditions of Section 102 of the ITO, the Option Tax Ruling, if obtained, and all other terms thereofthe trust documents governing the trust held by the Trustee. Any amounts payable pursuant to this Section 2.6(e) for Unvested Company Options granted under Section 102 of the ITO shall be delivered promptly after each Vesting Event, shall remain and in full force and effect accordance with respect to such Stock Options after giving effect the Option Tax Ruling, if obtained, to the Merger Trustee and held in trust by the Trustee pursuant to the applicable provisions of Section 102 and the assumption Option Tax Ruling, if obtained. Such amounts shall be released by Parent as set forth above; andthe Trustee, together with any interest earned thereon by virtue of the investment of such amounts by the Trustee (after the receipt of the amounts from the Parent), in accordance with the terms and conditions of Section 102 of the ITO, the Israeli Option Tax Ruling, if obtained, and the trust documents governing the trust held by the Trustee. (fv) prior Prior to the Effective Time, Parent the Company shall take any and all actions necessary action to assume effectuate this Section 2.6(e), including, without limitation, adopting any plan amendments and obtaining any required consents. Except as otherwise provided in the individual grant agreements related to the Company Options, no acceleration of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status vesting of the prospectus contained therein) for so long Company Options shall take place as such assumed options remain outstandinga result of the consummation of the Merger. The amount to be paid in respect of the Company Options shall cooperate with, be deemed to be full payment and assist Parent in the preparation of, satisfaction of all rights pertaining to such registration statementOptions.

Stock Options. At In addition to the Effective Time, the Company Stock Plan and each option granted by the Company options to purchase 185,000 common shares of Common Stock of Cott which you currently hold (the Company pursuant "Existing Options"), you will receive options to purchase a further 115,000 common shares (the Company Stock Plan ("Company Stock New Options") which is outstanding at a price per share of $14.10, being the market price for shares of Cott at the close of trading on September 3, 1997. The New Options shall be subject to and unexercised governed by the terms and conditions of Cott's existing Employee Stock Option Plan, including vesting, provided that: (A) all unvested Existing Options and New Options (collectively, the "Options") shall immediately vest upon a Change of Control (as hereinafter defined); (B) if, prior to the Effective Time, shall be assumed by Parent, and each second anniversary of the Company Stock date on which a Chief Executive Officer is named to replace Gera▇▇ ▇. ▇▇▇▇▇▇ ("▇NP") (such date being hereinafter described as the "CEO Replacement Date") your employment is terminated by Cott without cause or if your position, title, duties, responsibilities and/or reporting is changed in any material respect, or if you voluntarily leave the employment of Cott for Good Reason (as hereinafter defined), all unvested Existing Options shall immediately vest; (all of (a) and (b) being subject to regulatory approval which Cott shall use reasonable commercial efforts to obtain, failing which the equivalent after tax value of any unvested Options shall be converted into an option paid to purchase shares you within 30 days following the later of Common Stock the date on which you are or would otherwise be required to sell the Options or the date on which you notify Cott in writing that you would have elected to dispose of Parent in such number and at such exercise price as provided below and otherwise having Options if there is no requirement to do so); and (C) if you voluntarily leave the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms employment of Cott other than for Good Reason or if your employment is terminated by Cott for cause or as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Optionsyour death, all restrictions or limitations on transfer and vesting with respect to Stock unvested Existing Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options immediately terminate and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementcease to have any further force or effect.

Stock Options. At On the Effective Timeeffective date of this Agreement, the Company Stock Plan and each option granted Board (acting solely by "outside directors" as such term is defined in the Company regulations regarding performance based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, shall grant to Executive options to purchase 100,000 shares of the Company's Common Stock of Stock, no par value (the Company "Common Stock") on the following terms and conditions: (i) The options shall be granted under and pursuant to the Company Company's Amended and Restated 1999 Stock Option, Deferred Stock and Restricted Stock Plan (the "Company Stock OptionsPlan"). (ii) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such The exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (xA) the exercise average of the last reported sale price per for one share of Company Common Stock during the five (5) business days preceding the date of grant as reported on the NASDAQ Automated Quotation System; or (B) if (A) is not applicable, then the fair market value of one share of the Common Stock, as determined in effect under good faith by the original Company Stock Option Board. (iii) All stock options granted to Executive pursuant to this Section 2(b): (A) shall be immediately exercisable; (B) shall expire to the extent not exercised prior to the Effective Time divided by close of business on the day ten (y10) years from the Exchange Ratio; date of grant; and (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the CodeC) shall be effected governed by the Plan and an agreement substantially in a manner consistent with the requirements of Section 424(a) form of the Code; (e) except to agreement attached hereto as Exhibit A, or as otherwise agreed upon by the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingparties. The Company shall cooperate withuse its best efforts to assure that all options are granted to Executive under the Plan, or a similar plan later adopted by the Company which satisfies the conditions of Rule 16b-3 of the Securities and assist Parent Exchange Commission or any successor thereto. (iv) In the event of a change in the preparation ofnumber of the Company's shares of Common Stock outstanding caused by an event listed in Section 3.3 of the Plan, the number of shares subject to options granted after the date of such registration statementevent shall be adjusted in accordance with the procedures contained in such Section and the number of options to be granted to Executive pursuant to this Section 2(b) shall be correspondingly adjusted. (v) Notwithstanding the foregoing, if and to the extent that, in the opinion of counsel, the Company is unable to grant the Executive any stock options due Executive pursuant to this Section 2(b) because such grant would violate any state or federal securities law, regulation, permit or approval obtained by the Company, then the Company shall to the extent it is able to do so without violation of the foregoing, at the time such stock options would otherwise be granted to Executive hereunder; agree with the Executive on a reasonably equivalent, alternative form of compensation, with the agreement of neither party to be unreasonably withheld. (vi) The Board may grant additional stock options to Executive in its sole discretion.

Stock Options. At least twenty (20) days prior to the Effective Time, the Acquiror shall elect either (a) or (b) below. (a) The Company Stock Plan and each option granted by the Company shall take all actions necessary to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised provide that, immediately prior to the Effective Time, (i) each Company Option (as hereinafter defined), whether or not then exercisable or vested, shall become fully exercisable and vested, (ii) each such Company Option shall be assumed by Parentcanceled, and (iii) in consideration of such cancellation, the Company shall pay to each such holder of Company Options an amount in cash in respect thereof equal to the product of (1) the excess, if any, of the Closing Price (as defined below) of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such Shares over the exercise price per share of such Company Option and (2) the number of Company Common Shares subject thereto. Notwithstanding anything to the contrary herein, if it is determined that compliance with any of the foregoing may cause any individual subject to Section 16 of the Securities Exchange Act of 1934, as provided below and otherwise having amended, to become subject to the same terms and conditions profit recovery provisions thereof, any Company Options held by such individual may, if such individual so agrees, subject to the proviso to this sentence, be canceled or purchased, as in effect the case may be, immediately prior to the Effective Time (except to the extent that or at such terms, conditions and restrictions later time as may be altered in accordance with their terms as a result necessary to avoid application of the Merger contemplated hereby such profit recovery provisions and except that all references in each such Company Stock Option individual will be entitled to receive from the Company shall be deemed to refer to Parent): (a) or the number of Parent Shares to be subject to the new option shall be Surviving Entity an amount in cash in respect thereof equal to the product of (x1) the number excess, if any, of shares the Closing Price of the Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) Shares over the exercise price per share of such Company Option and (2) the number of Company Common Stock in effect under the original Company Stock Option Shares subject thereto immediately prior to the Effective Time divided Time; provided, that the parties hereto will cooperate, including by (y) providing alternate arrangements, so as to achieve the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 intent of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect foregoing without giving rise to such Stock Options after giving effect to profit recovery. "Closing Price" shall mean the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing unweighted average closing price of a number of Parent Shares at least equal to Company Common Share or Acquiror Common Share, as applicable, reported as "New York Stock Exchange Composite Transactions" by The Wall Street Journal (Midwest Edition) for the number of Parent Shares subject to the assumed options. No later than twenty (20) days after Trading Days ending on the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject third Trading Day immediately prior to the assumed options and shall maintain Closing Date. For the effectiveness of such registration statement (and maintain the current status purposes of the prospectus contained therein) for so long as paragraph only, "Trading Day" shall mean any day on which such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in shares are traded on the preparation of, such registration statementNYSE.

Stock Options. At the Effective Time(a) Subject to Section 1.4(b), the Company Stock Plan and each option granted by the Company to purchase shares of Haven Common Stock of that has been issued by Haven and is outstanding at the Company Effective Time (each, a "Haven Option") pursuant to the Company Haven Incentive Stock Option Plan, the Haven Stock Option Plan for Outside Directors and the Haven Stock Incentive Plan (collectively, the "Company Stock OptionsHaven Option Plans") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Queens Common Stock as follows: (i) the aggregate number of Parent in such number and at such shares of Queens Common Stock issuable upon the exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to of each converted Haven Option after the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xA) the Exchange Ratio multiplied by (B) the number of shares of Company Haven Common Stock subject to issuable upon exercise of the original Company Stock Haven Option immediately prior to the Effective Time and (y) Time, such product to be rounded to the Exchange Ratio;nearest whole share of Queens Common Stock; and (b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company Common Stock in effect under each converted Haven Option shall be equal to the original Company Stock quotient of the exercise price of such Haven Option immediately prior to at the Effective Time divided by (y) the Exchange Ratio; (c) in effecting , such assumption and conversion, the aggregate number of Parent Shares quotient to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next nearest whole cent; (d) ; provided, however, that, in the adjustments provided herein with respect case of any Haven Option that is intended to any options that are "qualify as an incentive stock options" (as defined in option under Section 422 of the Code) , the number of shares of Queens Common Stock issuable upon exercise of and the exercise price per share for such converted Haven Option determined in the manner provided above shall be effected further adjusted in a such manner consistent with as Queens may determine to be necessary to conform to the requirements of Section 424(a424(b) of the Code;. Options to purchase shares of Queens Common Stock that arise from the operation of this Section 1.4 shall be referred to as the "Converted Options." All Converted Options shall be exercisable for the same period and otherwise have the same terms and conditions applicable to Haven Options that they replace. Prior to the Effective Time, Queens shall take, or cause to be taken, all necessary action to effect the intent of the provisions set forth in this Section 1.4. (eb) except Notwithstanding Section 1.4(a) and subject to the extent required under provisions of this Section 1.4(b), any Haven Option shall, if so requested by the respective terms of option holder, be canceled and shall cease to be exercisable. Any such request shall be made in writing in the Stock Options, all restrictions or limitations on transfer form and vesting with respect manner specified by Haven and reasonably acceptable to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, Queens and shall be delivered to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and Queens at least ten (f10) business days prior to the Effective Time. In consideration for such cancellation, Parent each holder of a Haven Option making such request shall be paid, with respect to each Haven Option so canceled, an amount equal to the excess (if any) of the product of the Queens Market Value (as defined herein) times the Exchange Ratio over the price at which the holder may acquire a share of Haven Common Stock upon exercise of such Haven Option (such excess, the "Option Cashout Payment"). Such payment shall be made as soon as practicable following the Effective Time or, if later in the case of any holder of a Haven Option, the date on which such holder delivers to Haven his written acceptance of an Option Cashout Payment as full and complete consideration for the cancellation of each Haven Option held by such holder. Haven shall take all such action as is necessary action or appropriate under the terms of Haven's Option Plans to assume convert each Haven Option for which such a request is timely made as of the Effective Time, into the right to receive an Option Cashout Payment upon the terms and conditions set forth herein. Such payment hereunder shall be subject to withholding for applicable federal, state and local taxes. (c) Prior to the date of Haven stockholders meeting contemplated by Section 4.8, Haven shall take, or cause to be taken, appropriate action under the terms of any stock option plan, agreement or arrangement under which Haven Options have been granted to provide for the conversion of Haven Options outstanding at the Effective Time into Converted Options and to effect any other modifications contemplated by Section 1.4(a). (d) Concurrently with the reservation of shares of Queens Common Stock to provide for the payment of the Merger Consideration, Queens shall take all obligations undertaken by Parent under this Section 6.03, including the reservation, corporate action necessary to reserve for future issuance and listing of a sufficient additional number of Parent Shares at least equal shares of Queens Common Stock to provide for the satisfaction of its obligations with respect to the number of Parent Shares subject to the assumed optionsConverted Options. No later than twenty (20) days after As soon as practicable following the Effective Time, Parent Queens shall prepare (i) cause to be executed and delivered to each holder of a Converted Option an agreement, certificate or other instrument, in such form and of such substance as Queens may reasonably determine, evidencing such holder's rights with respect to the Converted Options; and (ii) file with the SEC a registration statement on Form S-8 (or another any successor or other appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject and make any state filings or obtain state exemptions with respect to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status Queens Common Stock issuable upon exercise of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementConverted Options.

Stock Options. At Immediately prior to the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Company Stock of the Company granted pursuant to the a Company Stock Plan ("each, a “Company Stock Options"Option”) which is outstanding (whether or not vested and unexercised exercisable at or immediately prior to the Effective Time, shall be assumed by Parent, and each of ) that is then outstanding under the Company Stock Options Plan shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such treated as follows: (i) where the exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as per share under a result of Company Stock Option is less than the Merger contemplated hereby and except that all references in each Consideration, such Company Stock Option to shall, automatically and without any action on behalf of the holder thereof, be canceled, and the Company shall pay each holder of such Company Stock Option an amount in cash (subject to deduction for any Taxes required to be deemed to refer to Parent): withheld in accordance with Section 2.07), determined by multiplying (aA) the number excess of Parent Shares to be subject to the new option shall be equal to Merger Consideration over the product applicable exercise price of such Company Stock Option by (xB) the number of shares of Company Common Stock subject to underlying the original outstanding portion of such Company Stock Option had such holder exercised the outstanding Company Stock Option in full immediately prior to the Effective Time Time; and (yii) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) where the exercise price per share of Company Common Stock in effect under the original such Company Stock Option immediately equals or exceeds the Merger Consideration, such Company Stock Option shall be cancelled without any payment therefore. Notwithstanding the foregoing, effective as of seven (7) Business Days prior to to, and conditional upon the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversionoccurrence of, the aggregate number Closing, each holder of Parent Shares an outstanding and unexercised Company Stock Option, whether or not such Company Stock Option is then vested and exercisable, shall be entitled to exercise such Company Stock Option in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with the terms of the applicable Company Stock Plan and related award agreement. Each such Company Stock Option that is exercised in accordance with the prior sentence, shall not be entitled to any payments under this Section 2.05(a), and any shares of Company Stock received upon exercise shall instead be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement2.02 hereof.

Stock Options. (a) At the Effective Time, each outstanding Option, whether vested or unvested, shall, by virtue of this Agreement and without any further action of the Company Stock Plan and each Company, the Surviving Corporation, TCM or the holder of any Option, be converted into a stock option granted by the Company to purchase shares of TCM Common Stock in a manner consistent with Section 424 of the Company pursuant to the Company Stock Plan Code and as provided by subsection ("Company Stock Options"b) which is outstanding and unexercised immediately prior to below, and, after the Effective Time, all references to the Company in the Company Option Plan and the applicable stock option agreements shall be assumed deemed to refer to the Surviving Corporation, which shall have retained the Company Option Plan as of the Effective Time by Parentvirtue of this Agreement and the Merger and without any further action, except that references to shares of Company Common Stock shall be deemed to be to TCM Common Stock in accordance with subsection (b) below. (b) Each Option so retained by the Surviving Corporation under this Agreement shall continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions set forth in the Company Option Plan and the applicable stock option agreements as in effect immediately prior to the Effective Time (except to the extent that such termsTime, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each (i) such Company Stock Option to the Company shall will be deemed to refer to Parent): (a) the exercisable for that number of Parent Shares to be subject to the new option shall be shares of TCM Common Stock equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock that were purchasable under such Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole number of shares of TCM Common Stock and (yii) the Exchange Ratio; (b) the per share exercise price per Parent Share under for the new option TCM Common Stock issuable upon exercise of such assumed Option shall be equal to the quotient of (x) the exercise price per share of Company Common Stock in effect under the original Company Stock at which such Option was exercisable immediately prior to the Effective Time Time, divided by (y) the Common Stock Exchange Ratio; (c) in effecting such assumption and conversion, rounding the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate resulting exercise price shall be rounded up, if necessary, up to the next whole cent; (d) . It is the adjustments provided herein with respect intention of the parties that the Options remaining outstanding following the Effective Time will qualify, to any options that are "the maximum extent permissible following the Effective Time, as incentive stock options" (options as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except Code solely to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock such Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent qualified as set forth above; and (f) incentive stock options prior to the Effective Time, Parent shall take all necessary action to assume . (c) As soon as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days reasonably practicable after the Effective Time, Parent shall prepare the Company will deliver to Option holders appropriate notices setting forth such holders’ rights pursuant to the Company Option Plan and file the applicable stock option agreements evidencing the Options and confirming that the Company Option Plan and the Options have been converted in accordance with the terms and conditions required by this Section 5.06. TCM hereby agrees to register the TCM Common Stock underlying such Options with the SEC a registration statement on Form S-8 within ten (or another appropriate form10) registering a number of Parent Shares representing the number of Parent Shares subject business days subsequent to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementEffective Time.

Stock Options. (i) At the Effective Time, the Company Stock Plan and each outstanding option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan Shares (a "Company Stock OptionsCOMPANY OPTION") which is outstanding and unexercised immediately prior to under the Effective TimeStock Plans, whether vested or unvested, shall be assumed by Parent, and each of the Company Stock Options shall be converted into deemed to constitute an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as were applicable under such Company Option, the same number of shares of Parent Common Stock equal to the result of multiplying (w) the number of shares subject to a Company Option by (y) the Exchange Ratio, as and if adjusted, as the holder of such Company Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in effect full immediately prior to the Effective Time (except rounded down to the extent that such termsnearest whole number), conditions and restrictions may be altered in accordance with their terms as at a result of the Merger contemplated hereby and except that all references in each such Company Stock Option price per share (rounded up to the Company shall be deemed to refer to Parent): (anearest whole cent) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under for the new option shall be equal Shares otherwise purchasable pursuant to (x) the exercise price per share of such Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (yz) the Exchange Ratio; (c) , as and if adjusted; PROVIDED, HOWEVER, that in effecting such assumption and conversion, the aggregate number case of Parent Shares to be subject to each assumed any Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "which is an incentive stock options" (as defined in option 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 effected determined in a manner consistent accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code;. At or prior to the Effective Time, the Company shall make all necessary arrangements with respect to the Stock Plans to permit the assumption of the unexercised Company Options by Parent pursuant to this Section. (eii) except to Effective at the extent required under Effective Time, Parent shall assume each Company Option in accordance with the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded Plan under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger which it was issued and the assumption stock option agreement by Parent as set forth above; and (f) which it is evidenced. At or prior to the Effective Time, Parent shall take all corporate action necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, reserve for issuance and listing of a sufficient number of Parent Shares at least equal to the number shares of Parent Shares subject to the Common Stock for delivery upon exercise of Company Options assumed optionsby it in accordance with this Section. No later than twenty (20) days As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form) registering a number of form with respect to the Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options such Company Options, and shall use its best efforts to maintain the effectiveness of such registration statement statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such assumed options Company Options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At CAO shall be granted the Effective Time, the Company Stock Plan and each option granted by the Company to purchase 245,000 ------------- shares of the Company's Common Stock of (the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time), shall be assumed by Parent, and each of the Company Stock Options shall be converted into at an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number fair market value of Parent Shares subject to the assumed optionsCompany's Common Stock on the date of grant as determined by the Board in its sole discretion. No Such grant and determination shall be made no later than twenty (20) days after the Effective TimeDate. To the extent possible, Parent such Option will be an incentive stock option. The Stock Options shall prepare and file vest monthly at the rate of 1/48 per month, however there shall be a six (6) month cliff, upon which the first 1/8 of the Stock Options shall vest. Upon the termination of CAO's employment in accordance with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number provisions of Parent Shares representing Section 7, below, the number of Parent Shares Stock Options shall vest as described in such provisions. Except as provided in Section 7, below, the Stock Options shall be subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status terms of the prospectus contained therein) Company's Stock Option Plan and the Company's standard incentive and non-statutory Stock Option Purchase Agreements (the "Standard Agreements"), provided pursuant to the Company's Stock Option Plan. CAO will be entitled to participate in future stock option award programs and equity incentive programs that may exist for so long senior management of the Company. CAO 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 at CAO's original cost upon his termination of employment, as such assumed options remain outstandingprovided in the Standard Agreements. The In addition, the Company shall cooperate withpermit CAO to pay the option exercise price with a full recourse loan (secured by the shares acquired with the loan) at the lowest interest rate available to avoid the imposition of imputed income under the tax laws to assist CAO to exercise the Stock Options. Such loan shall be repayable upon the earlier of (i) the fifth year anniversary of the Effective Date; (ii) the termination of CAO's employment for any reason; or (iii) the date twelve (12) months after CAO is first eligible to sell shares of the Company's stock that he holds following an initial public offering of the Company's shares; provided, and assist Parent however, that in the preparation ofevent of CAO's termination without Cause, Death or Disability or Resignation for Good Reason, such registration statementloan shall be repayable upon the earlier of the events stated in clauses (i) or (iii) immediately preceding.

Stock Options. At 7.1 The Employee may be granted stock options in the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock Shares of the Company pursuant Corporation from time to time, at the sole discretion of the Board of Directors of the Corporation. Any stock options granted to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior Employee shall be subject to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions of the Corporation's stock option plan, as in effect immediately prior may be amended by the Corporation at its sole discretion from time to time, and the terms and conditions of any applicable stock option agreement. Any stock option grant awarded to the Effective Time Employee, together with the terms and conditions of the Corporation's Stock Option Plan shall be attached to this Agreement when granted, as Schedule "D". 7.2 The stock options that the Employee has been granted as set forth in the Option Agreements attached hereto as Schedule "D" which have not vested on the date the notice of the termination of employment of the Employee is given under article 9.1 (except a) or article 10.2 of this Agreement, shall forthwith be accelerated. These accelerated options which will then be vested, as well as any then vested options which have not yet been exercised, will be exercisable up until the end of the time for exercising options as set out under the original Option Agreement under which they were granted as if the Employee's employment and/or office continued for the 30 days notice required under article 10.1 and the severance period applicable under the provisions of article 9 (a) (i) for the calculation of the retiring allowance. In the event the stock option plan under which the option agreements were granted needs to be amended, to put into effect the provisions of this article 7.2, then the Corporation agrees that on a best efforts basis it will make applications to the extent necessary regulatory authorities and stock exchanges to obtain the amendment of said stock option plan. In the event that such terms, conditions for any reason the Corporation is not able to obtain the consent of the regulatory authorities and restrictions stock exchange to the amendment of the stock option plan as may be altered required by this article 7.2 , then Corporation agrees to compensate the Employee on the basis that the stock options shall notionally continue to exist for exercise under the provisions of this article 7.2 and Employee will still be notionally entitled to exercise his stock options as provided for in accordance with their terms as a result this article 7.2 , but instead of the Merger contemplated hereby and except that all references Corporation issuing shares in each such Company Stock Option the name of the Employee on the exercise of the option, it shall pay cash compensation to the Company Employee equivalent to the difference between the option price of the share option notionally exercised and the value of the shares of the Corporation as traded on the market at the close of trading on the day the notice of notional exercise of the option is given to the Corporation. All future share options agreements that shall be granted to the Employee by the Corporation shall be deemed to refer to Parent): (a) the number have been attached and form part of Parent Shares Schedule "D" and will be deemed to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementarticle 7.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is then-outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Company Common Stock (collectively, the “Options”) under Company’s 1993 Stock Option Plan, as amended, 1998 Stock Option Plan, as amended, and 2002 Stock Plan, as amended (collectively, the “Stock Option Plans”), including unvested Options, shall be cancelled (i) in the case of Parent in such number and at such an Option having a per share exercise price as provided below and otherwise having less than the same terms and conditions as in effect Merger Consideration, for the right to receive for each share of Company Common Stock subject to such Option immediately prior to the Effective Time an amount (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be any applicable withholding tax) in cash equal to the product of (xA) the number of shares of Company Common Stock subject to the original Company Stock such Option immediately prior to the Effective Time and (yB) the Exchange Ratio;amount by which the Merger Consideration exceeds the per share exercise price of such Option (such amount being hereinafter referred to as the “Option Consideration”); or (ii) in the case of an Option having a per share exercise price equal to or greater than the Merger Consideration, without the payment of cash or issuance of other securities in respect thereof. The cancellation of an Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Option. Company shall take such actions as may be necessary to accelerate all Options that are not vested Options as of the Effective Time. (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior Prior to the Effective Time divided Time, Company shall take such actions as may be necessary to give effect to the transactions contemplated by this Section 2.2, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (y) together with the rules and regulations promulgated thereunder, the “Exchange Ratio;Act”). (c) in effecting such assumption and conversionExcept as otherwise agreed to by the parties, (i) the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to Plans shall terminate as of the next whole share Effective Time and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined provisions in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Company or any Subsidiary thereof shall be canceled as of the Effective Time and (ii) Company shall insure that following the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of Company, the Surviving Corporation or any Subsidiary thereof and to terminate all such plans. (d) Company shall take all actions necessary pursuant to the terms of the Company or any of its subsidiaries, ESPP (as defined in Section 8.3) to shorten each currently ongoing purchase and/or offering period under such plan which extends beyond the Effective Time (the “Current Offerings”) such that a new purchase date for each such Current Offering shall occur prior to the extent that such restrictions or limitations Effective Time and shares shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption be purchased by Parent as set forth above; and (f) Company ESPP participants prior to the Effective Time, Parent . The Company ESPP shall take all necessary action terminate immediately prior to assume as the earlier of (i) the Effective Time all obligations undertaken or (ii) the date upon which the Company ESPP terminates by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal its terms. Subsequent to the number date of Parent Shares subject this Agreement, Company shall take no action, pursuant to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status terms of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate withESPP, and assist Parent in the preparation of, such registration statementto commence any new purchase and/or offering period.

Stock Options. At the Effective TimeTime of the Merger, each outstanding option to purchase Company Shares (each, a "COMPANY STOCK OPTION"), whether or not granted under the Company Stock Plan and each option granted Option Plan, whether or not vested, shall by the Company to purchase shares of Common Stock virtue of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall Merger be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having subject to, the same terms and conditions as in effect of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except to the extent that such terms, conditions and restrictions may (i) each Company Stock Option will be altered exercisable (or will become exercisable in accordance with their terms as a result of the Merger contemplated hereby and except its terms) for that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of whole shares of Parent Shares to be subject to the new option shall be Common Stock equal to the product of (x) the number of shares Company Shares that were issuable upon exercise of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and (y) of the Merger multiplied by the Exchange Ratio; , rounded up to the nearest whole number of shares of Parent Common Stock and (bii) 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 Parent Company Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original at which such Company Stock Option was exercisable immediately prior to the Effective Time divided of the Merger by (y) the Exchange Ratio; (c) in effecting , rounded up to the nearest whole cent. Parent shall comply with the terms of all such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded downOptions and use its best efforts to ensure, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the respective terms Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) Code prior to the Effective Time, Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary action to assume as reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options on the Effective Time all obligations undertaken by Parent under terms set forth in this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement2.03(b).

Stock Options. Prior to the Effective Time, ▇▇▇▇▇ shall use its commercially reasonable efforts to provide that each option to purchase ▇▇▇▇▇ Shares granted under ▇▇▇▇▇’▇ 1997 Employee, Director and Consultant Stock Option Plan and its 2005 Stock Plan (in each case, a “▇▇▇▇▇ Option”) outstanding at the Effective Time which is vested (in each case, a “Vested ▇▇▇▇▇ Option”) shall entitle each holder thereof to receive a payment in cash from the Surviving Corporation, upon the Effective Time, equal to the product of (i) the number of ▇▇▇▇▇ Shares previously subject to such Vested ▇▇▇▇▇ Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per ▇▇▇▇▇ Share previously subject to such Vested ▇▇▇▇▇ Option. All applicable withholding taxes attributable to the payments made hereunder shall be deducted from the amounts payable hereunder; provided, however, that with respect to any person subject to Section 16 of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. ▇▇▇▇▇ shall, upon the request of any holder of Vested ▇▇▇▇▇ Options, permit such holder to execute and deliver to ▇▇▇▇▇, prior to the expiration of the Offer, an agreement substantially in the form of Annex B (an “Option Election”) under which such holder would agree, Agreement and Plan of Merger contingent upon the purchase of ▇▇▇▇▇ Shares by Acquisition Subsidiary pursuant to the Offer, to cause, immediately prior to the expiration of the Offer, such Vested ▇▇▇▇▇ Options to be exercised and the ▇▇▇▇▇ Shares issued as a result of that exercise to be tendered in the Offer. ▇▇▇▇▇ and Acquisition Subsidiary shall reflect on their books and records the transactions effected pursuant to the Option Elections. At the Effective Time, the Company Stock Plan and (A) each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ▇▇▇▇▇ Option ("Company Stock Options"whether vested or not) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to with an exercise price per share that is less than the extent that applicable Merger Consideration for the class of ▇▇▇▇▇ Shares into which such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock ▇▇▇▇▇ Option to the Company is exercisable shall be deemed cancelled by ▇▇▇▇▇ in exchange for the right to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be receive, without interest, a cash amount equal to the product of (1) the excess, if any, of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and such Merger Consideration, over (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in such ▇▇▇▇▇ Option multiplied by (2) the total number of ▇▇▇▇▇ Shares subject to such ▇▇▇▇▇ Option (such product, as applied to ▇▇▇▇▇ Options referred to as “Option Consideration”); (B) each ▇▇▇▇▇ Option (whether vested or not) outstanding as of the Effective Time with an exercise price per share that is equal to or greater than the applicable Merger Consideration for the class of ▇▇▇▇▇ Shares into which such ▇▇▇▇▇ Option is exercisable shall be terminated, without any consideration therefor; and (C) the Board of Directors of ▇▇▇▇▇ shall take any actions necessary to effect the transactions anticipated by this Section 2.5(e) under the original Company its 1997 Employee, Director and Consultant Stock Option immediately Plan and its 2005 Stock Plan and all ▇▇▇▇▇ Option agreements and any other plan or arrangement of ▇▇▇▇▇ (whether written or oral, formal or informal). As soon as practicable following the date hereof, ▇▇▇▇▇ shall deliver or cause to be delivered to each holder of a ▇▇▇▇▇ Option any certifications, notices or other communications required by the terms of such ▇▇▇▇▇ Option or any agreement entered into with respect thereto to be delivered to such holder prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption transactions contemplated by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementAgreement.

Stock Options. At the Effective Time, the Company Stock Plan and each option (each, a “Merged Corporation Option”) granted by the Company Merged Corporation to purchase shares of Common Stock of the Company Merged Shares pursuant to the Company Merged Corporation’s 1998 Management Incentive Stock Option Plan, the 1999 Director’s Stock Option Plan and the 2003 Equity Compensation Plan ("Company Stock collectively, the “Merged Corporation Option Plans”), issued and outstanding at the Effective Time under the Merged Corporation Option Plans, shall be converted into and become options to purchase Parent Stock. Parent shall assume each Merged Corporation Option in accordance with the terms and conditions of the Merged Corporation Option Plan pursuant to which it was issued, the agreements of evidencing grants thereunder and any other agreements between the Merged Corporation and an optionee regarding Merged Corporation Options") which is outstanding and unexercised immediately ; provided, however, that any agreement providing for a tax payment to an optionee upon exercise shall be amended prior to the Effective Date to remove such tax payment provision if each option subject to such agreement shall not have been exercised prior to the Effective Time; and, provided, further however, that from and after the Effective Time, each such Merged Corporation Option shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of exercisable solely for Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) Stock; the number of shares of Parent Stock which may be acquired pursuant to such Merged Corporation Option shall be the number of Merged Shares to be subject to such Merged Corporation Option multiplied by the new option Exchange Ratio, rounded down to the nearest whole share; and the exercise price per Merged Share shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) exercise price per Merged Share divided by the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior , rounded down to the Effective Time divided by (y) nearest cent. It is intended that the Exchange Ratio; (c) in effecting such foregoing assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) adjustment shall be effected in a manner consistent with the requirements of Section 424(a) 424 of the Code; (e) except , as to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementeach Merged Corporation Option which is an incentive stock option.

Stock Options. At The Company has granted the Effective Time, the Company Stock Plan and each option granted by the Company Executive options ("Options") to purchase shares of Common Stock the Company's common stock, par value $.01 per share (the "Stock") according to the following terms and conditions: The Company has granted as of October 3, 1996 ("Date of Executive's Employment"), Options to purchase 52,500 shares of Stock, at a per share price of $1.00 which represented the fair market value of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock on such date. These Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required possible under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to applicable law. To the extent that such restrictions or limitations Options do not qualify as "incentive stock options," they shall not have already lapsedbe considered to be "non-qualified stock options." Such options were granted under and subject in all respects to the terms of the U.S. PHYSICIANS, Inc. 1995 Stock Option Plan (the "Stock Option Plan") and the Grant Letter executed by the Company and delivered to Executive (the "Grant Letter"), and all other terms thereofprovide that one-third of the shares subject to such Options shall become exercisable upon each of the first three anniversaries of the Date of Executive's Employment (provided that no fractional shares shall be paid out at any time), and except in the event of any earlier termination of employment as described in the Stock Option Plan or the Grant Letter, or as otherwise provided in this Agreement, the option shall remain exercisable until ten years from the date of grant. Upon any consolidation, merger or the sale or transfer of substantially all of the assets of the Company to another corporation in which the Company is not the surviving entity, the Executive shall have the right to exercise in full force and effect with respect any installments of Stock Options not previously exercised (whether or not the right to exercise such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOption has accrued).

Stock Options. (a) At the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Company Common Stock of (each a "Company Option"), which is outstanding and unexercised immediately prior thereto, whether or not then vested or exercisable, shall be cancelled and all rights thereunder shall be extinguished. As consideration for such cancellation, the Company pursuant shall make payment immediately prior to the Effective Time to each holder of a Company Option of an amount determined by multiplying (x) the number of shares of Company Common Stock underlying such Company Option by (y) an amount equal to the excess (if any) of (i) the Per Share Consideration, over (ii) the exercise price per share of such Company Option, provided, however, that no such payment shall be made to a holder unless and until such holder has executed and delivered to the Company Stock Plan an instrument in such form prescribed by the Parent and reasonably satisfactory to the Company accepting such payment in full settlement of his rights relative to the Company Option. Prior to the Effective Time, the Company shall take or cause to be taken all actions required under the Company Option Plans to provide for the foregoing. (b) Notwithstanding the provisions of Section 1.6(a) above, at the Effective Time, each Company Option held by the individuals previously designated by Parent and set forth on Schedule 1.6(b) hereto ("Company Stock OptionsContinuing Option Holders") which is outstanding and unexercised immediately prior to thereto shall at the Effective Time, shall be assumed by Parent, and each election of the Company Stock Options shall holder thereof be converted automatically into an option to purchase shares of Parent Common Stock of Parent in such number an amount and at such an exercise price determined as provided below (and otherwise having subject to the same terms of the Company's 1995 Incentive Stock Option Plan and conditions the Company's 1995 Stock Option Plan for Outside Directors, as in effect immediately the case may be (collectively, the "Company Option Plans"), the agreements evidencing grants thereunder and any other agreements between the Company and an optionee regarding Company Options which have been delivered to Parent prior to the Effective Time (except date of this Agreement, other than stock appreciation rights or limited stock appreciation rights or other rights to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to receive cash payments under the Company shall be deemed to refer to Parent): Option Plans): (a1) the number of Parent Shares shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company option and the Final Exchange Ratio, provided that any fractional shares of Parent Common Stock Option immediately prior resulting from such multiplication shall be rounded down to the Effective Time nearest whole share; and (y) the Exchange Ratio; (b2) the exercise price per share of Parent Share Common Stock under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;of (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior Prior to the Effective Time, Parent shall take all reserve for issuance the number of shares of Parent Common Stock necessary action to assume as of satisfy Parent's obligations under Section 1.6(b) hereof. Promptly after the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No (but in no event later than twenty (20) three business days after the Effective Timethereafter), Parent shall prepare and file with the SEC Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 an appropriate form under the Securities Act of 1933, as amended (or another appropriate form) registering a number the "Securities Act"), with respect to the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options to acquire Parent Common Stock issued pursuant to Section 1.6(b) hereof, and shall maintain the effectiveness of such registration statement (and use its best efforts to maintain the current status of the prospectus contained therein) , as well as comply with applicable state securities or "blue sky" laws, for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each then-outstanding option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan Shares (collectively, "Company Stock Options") which is outstanding under Company's 1987 Stock Option Plan, as amended, Company's 1994 Stock Option Plan for Outside Directors, as amended, Company's 1996 Long-Term Incentive Plan and unexercised immediately prior to issued on an individual basis and not under a plan (collectively, the Effective Time, "Stock Option Plans") shall be assumed by Parent, Parent and each of the Company Stock Options shall be converted into constitute an option (a "Substitute Option") to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on substantially the same terms and subject to substantially the same conditions as in effect immediately prior to the Effective Time (except to the extent that were applicable under such termsOption, conditions and restrictions may be altered in accordance with their terms including without limitation term, vesting, exercisability, status as a result an "incentive stock option" under Section 422 of the Merger contemplated hereby Internal Revenue Code of 1986, as amended (the "Code"), and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) termination provisions, the number of shares of Company Parent Common Stock Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to the original Company Stock such Option immediately prior to the Effective Time and by 0.4809 (ythe "Option Conversion Factor") the Exchange Ratio; (b) the at an exercise price per share of Parent Share under Common Stock (increased to the new option shall be nearest whole cent) equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock subject to such Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) Option Conversion Factor; provided, however, that in effecting such assumption and conversion, the aggregate number case of Parent Shares any Option to be subject to each assumed Company Stock Option will be rounded down, if necessary, to which Section 421 of the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "Code applies by reason of its qualification as an incentive stock options" (as defined in option under Section 422 of the Code) , the conversion formula shall be effected in a manner consistent adjusted if necessary to comply with the requirements of Section 424(a) of the Code;. (eb) except Company shall use its best efforts to the extent required obtain all necessary waivers, consents or releases from holders of Options under the respective terms of the Stock Options, all restrictions or limitations on transfer Option Plans and vesting with respect take any such other action as may be reasonably necessary to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving give effect to the Merger and the assumption transactions contemplated by Parent as set forth above; andthis Section 2.2. (fc) prior to the Effective Time, Parent shall take all corporate action necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, reserve for issuance and listing of a sufficient number of shares of Parent Shares at least equal Common Stock for delivery upon exercise of Substitute Options pursuant to the number of Parent Shares subject to the assumed optionsterms set forth in Section 2.2(a). No later than twenty (20) days As soon as practicable after the Effective Time, Parent shall prepare use reasonable efforts to file and file with the SEC cause to be declared effective a registration statement on Form S-8 (or any successor form) or another appropriate form) registering a number form to register the shares of Parent Shares representing the number of Parent Shares Common Stock subject to the assumed options Substitute Options and Parent shall use reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) statements for so long as such assumed options the Substitute Options remain outstanding. The Company In addition, Parent shall cooperate with, use reasonable efforts to cause the shares of Parent Common Stock subject to Substitute Options to be listed on the NYSE (as hereinafter defined) and assist such other exchanges as Parent in the preparation of, such registration statementshall determine.

Stock Options. At the Effective TimeDate, 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 opt▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇g under ▇▇▇ Stock Option Plan, the Company Stock Plan and each option granted "OUTSTANDING OPTIONS"), whether or not then vested, exercisable or effective, shall, by action of the Company to purchase shares Board of Common Stock 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 ▇▇▇ holder thereof, vest and become effective and exercisable solely for the Per Share Merger Consideration (without interest). Prior to the Effective Date, each holder of Outstanding Options shall be offered the 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 Company 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 agree that each option listed on SECTION 5.2 of the Company's Disclosure Schedule (as hereinafter defined), unless such option is exercised or expires in accordance with the provisions of Stock Option Plan ("Company Stock Options") which is outstanding and unexercised immediately or Puls Agreement prior to the Effective TimeDate, shall be assumed by Parent, and each of the Company Stock Options shall be converted into is an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementOutstanding Option.

Stock Options. At the Effective TimeAs soon as practicable after Employee's purchase, the if any, of Parent Common Stock pursuant to paragraph 21, Company Stock Plan and each option granted by the Company shall, or shall cause Mariner Holdings Inc. to, grant to purchase Employee stock options for shares of Parent Common Stock of the Company pursuant to the Company Mariner Holdings Inc. 1996 Stock Plan ("Company Option Plan. The number of shares of Parent Common Stock Options") which is outstanding and unexercised immediately prior that Employee shall be entitled to purchase pursuant to such options shall be the number of shares of Parent Common Stock purchased by Employee pursuant to paragraph 21 multiplied by 3.57; any fractional number of shares shall be rounded to the Effective Time, nearest whole number as follows: a fraction of .50 or more shall be assumed by Parentrounded upward to the next whole number, and each a fraction of the Company Stock Options less than .50 shall be converted into an option rounded down to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below the next whole number. To the fullest extent possible, the options granted to Employee shall be incentive stock options, and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such shall be non- qualified stock options. The terms, conditions and restrictions may with regard to such stock options shall be altered evidenced by an Incentive Stock Option Agreement (as to the qualified stock options) and a Nonstatutory Stock Option Agreement (as to be nonqualified stock options), substantially in the forms attached hereto as Exhibit E and Exhibit F, respectively, which shall be incorporated by reference and their terms, conditions and restrictions shall be considered a part of this Agreement. EMPLOYMENT AGREEMENT -- FRAN▇ ▇. ▇▇▇▇ -50- 51 23. Acceleration Upon the Occurrence of an Initial Public Offering. The provisions of paragraphs 21 and 22 notwithstanding, Employee's right to purchase shares of Parent Common Stock under paragraph 21 shall become immediately exercisable in full in the manner provided in paragraph 21, but without regard to the requirements relating to the Minimum Share Specification, and upon the exercise of such right to purchase Parent Common Stock, Employee shall immediately become entitled to be granted options to purchase shares of Parent Common Stock under and in accordance with their terms as a result paragraph 22, upon the occurrence on or before June 2, 1997, of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are an "incentive stock optionsInitial Public Offering" (as such term is defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(aD.2(d) of the Code; Stockholders' Agreement, dated April 2, 1996, between Enron Capital & Trade Resources Corp., Mystery Acquisition, Inc. (enow know as Mariner Holdings, Inc.) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any certain other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementparties).

Stock Options. At The Bidder herewith undertakes towards the Effective TimeCompany, and to the Company benefit of each holder of Stock Plan and each option granted by Options (Section 328 para. 1 of the Company to purchase shares of Common Stock German Civil Code), that, upon request of the Company pursuant (which the Bidder undertakes not to prevent and undertakes to procure that it not be prevented by Supervisory Board Members appointed by the Bidder), it shall offer to each holder of Stock Options to pay a cash compensation for each Stock Option which has not been forfeited or terminated, irrespective of whether it has vested or the waiting period has expired, equal to the Company Total Offer Consideration less the respective strike price of the Stock Option as determined in accordance with the respective Stock Option Plan ("Company Stock OptionsOption Consideration") which is outstanding and unexercised immediately prior ), subject to the Effective Time, shall be assumed by Parent, and each only conditions that (i) the respective holder of Stock Options waives the Stock Options to the benefit of the Company (Section 328 para. 1 of the German Civil Code), such waiver becoming effective upon receipt of the Stock Option Consideration by the respective holder of Stock Options and (ii) the Completion of the Offer occurs, it being understood that the holders of Stock Options shall not be converted into an option obliged to purchase shares of Common Stock of Parent in accept such number offer and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (aiii) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under does not exceed 3,374,169 on the Company Stock Plans or any other plan, program or arrangement date of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain this Business Combination Agreement as listed in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingExhibit 4 attached hereto. The Company shall cooperate with, undertakes not to grant any additional stock options after execution of this Business Combination Agreement by both Parties. Bidder hereby expressly confirms that he has at his disposal the means necessary to buy all Company Shares not held by it at the Offer at the time when the Offer becomes due and assist Parent in payable (fällig) and that a bank will issue the preparation of, such registration statementfinancing confirmation as required by Section 13 of the Takeover Act.

Stock Options. At (a) As soon as practicable following the Effective Timeexecution of this Agreement, the Company will (i) cause all appropriate action to be taken under the Company’s 2001 Stock Incentive Plan and each option granted by (the Company “2001 Plan”) to provide that all options to purchase shares of Company Common Stock granted thereunder (the “2001 Plan Options”) which remain outstanding at the Effective Time shall not be assumed or substituted in connection with the Merger but shall be treated as provided in this Section 2.4, (ii) use commercially reasonable efforts to cause all holders of options to purchase shares of Company Common Stock (the “Other Plan Options”) granted (A) under the Company’s 1993 Incentive Stock Option Plan and 1996 Stock Option Plan for Nonemployee Directors (together, the “Other Plans”) and (B) to W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and A▇▇▇▇ ▇▇▇▇▇ pursuant to individual stock option agreements dated January 22, 1996, to, not later than ten (10) days prior to the Company Stockholders Meeting, agree in writing that any Other Plan Options outstanding as of the Effective Time shall terminate and be cancelled at such time and represent only the right to receive the consideration, if any, specified in Section 2.4(c) in accordance with this Agreement (all Other Plan Options that do not become subject to such an agreement are referred to herein as “Assumed Options”), and (iii) cause all appropriate action to be taken to terminate the Company Stock Plans as of the Effective Time. The Company shall provide such evidence of all such actions as Parent may reasonably request. (b) Not later than thirty (30) days prior to the date of the Company Stockholders Meeting, the Company shall send a notice (the “Option Notice”) to all holders of 2001 Plan Options, specifying that: (i) the 2001 Plan Options shall not be assumed or substituted in connection with the Merger; (ii) the 2001 Plan Options will, to the extent not otherwise exercisable, become fully vested and exercisable up to the date of the Company Stockholders Meeting; and (iii) any 2001 Plan Options outstanding as of the Effective Time shall terminate and be cancelled at such time and represent only the right to receive the consideration, if any, specified in Section 2.4(c) in accordance with this Agreement. (c) Each 2001 Plan Option and each Other Plan Option (other than Assumed Options) that remain outstanding as of the Effective Time shall by virtue of the Merger, and without any action on the part of the holder thereof, be terminated and cancelled as of the Effective Time and converted into, and represent only, the right to receive an amount in cash equal to the amount, if any, by which (i) the product of $21.00 multiplied by the number of shares of Company Common Stock which are issuable upon exercise of such option (after giving effect to the acceleration provided for in Section 2.4(b) exceeds (ii) the aggregate exercise price of those shares of Company Common Stock subject to such option. The aggregate amount payable pursuant to this Section 2.4(c) shall hereinafter be referred to as the Company “Option Cash-Out Amount.” (d) Each Assumed Option that remains outstanding as of the Effective Time shall be assumed by Parent and converted into an option to acquire shares of Parent Common Stock Plan on the same terms and conditions ("Company Stock Options"including as to vesting, exercisability and incentive stock option status) which is outstanding and unexercised as were applicable to such option immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (ai) the number of shares of Parent Shares to be Common Stock subject to the new such option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option such option immediately prior to the Effective Time multiplied by the Common Conversion Ratio, and (y) the Exchange Ratio; (bii) the exercise price per Parent Share under share shall equal the new option shall be equal to (x) quotient of the exercise price per share of Company Common Stock in effect under the original Company Stock Option thereunder immediately prior to the Effective Time divided by the Common Conversion Ratio (y) with the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be result rounded down, if necessary, up to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next nearest whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (). As soon as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days practicable after the Effective Time, Parent will deliver to the holders of Assumed Options appropriate notices regarding the Assumed Options and the effects of this Section 2.4. (e) Promptly following the Effective Time, the Parent shall prepare cause the Exchange Agent to mail to each holder (as of the Effective Time) of a Company Option which was converted into the right to receive the Option Cash-Out Amount pursuant to Section 2.4(c) hereof, (i) a letter of transmittal (which shall be in such form and file have such other provisions as the Parent may reasonably specify), and (ii) instructions for use in receiving cash payable in respect of such Company Options. Upon the delivery of such letter of transmittal, duly completed and validly executed in accordance with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares instructions thereto, together with the documentation representing the number of Parent Shares subject Company Options surrendered thereby, to the assumed options and Exchange Agent, the holders of Company Options shall maintain be entitled to receive the effectiveness Option Cash-Out Amount payable to them in respect of such registration statement Company Options pursuant to Section 2.4(c). Parent shall make available to the Exchange Agent sufficient funds to pay the Option Cash-Out Amount. (f) The Exchange Agent shall be entitled to deduct and maintain withhold from the current status Option Cash-Out Amount such amounts as required for deduction and withholding under the Code or any provision of state, local or foreign Tax Law; provided, however, that the Exchange Agent shall pay the full amount deducted to the relevant Governmental Entity in accordance with applicable Law. To the extent that amounts are so withheld by the Surviving Corporation or the Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the prospectus contained therein) for so long Company Options in respect of which such deduction and withholding was made by the Surviving Corporation or the Parent, as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementcase may be.

Stock Options. 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, the Company Stock Plan and AremisSoft shall assume each option granted Fourth Shift Option by the Company to purchase shares of Common Stock virtue of the Company pursuant 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 Company Stock Plan (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 "Company Stock OptionsFourth Shift" in the Fourth Shift Options and the related stock option agreements shall be deemed to refer to ") which is outstanding AremisSoft." After the Effective Time, each Fourth Shift Option assumed by AremisSoft shall be exercisable upon the same terms and unexercised conditions as were in effect under the Fourth Shift Options and the related option agreements immediately prior to the Effective Time, except that (i) each Fourth Shift Option shall be assumed by Parent, and each exercisable for that whole number of the Company Stock Options shall be converted into an option to purchase shares of AremisSoft Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior (rounded down to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (anearest whole share) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Fourth Shift Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock such Fourth Shift Option immediately prior to the Effective Time divided by 6.14159, and (yii) the Exchange Ratio; (c) in effecting such assumption and conversion, option price per share of AremisSoft Common Stock shall be an amount equal to the aggregate number option price per share of Parent Shares to be Fourth Shift Common stock subject to each assumed Company Stock such Fourth Shift Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) immediately prior to the Effective TimeTime multiplied by 6.14159 (the option price per share, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03so determined, including the reservation, issuance and listing of a number of Parent Shares at least equal being rounded upward to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementnearest full cent).

Stock Options. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options granted under the Company Stock Plans, whether vested or unvested, as necessary to provide that, at the Effective Time, the each Company Stock Plan and each option granted by the Company to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is Option outstanding and unexercised immediately prior to the Effective Time, Time shall be assumed by Parent, amended and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each were applicable under such Company Stock Option to the Company shall be deemed to refer to Parent): (a) Option, the number of Parent Shares to be subject shares of Lucent Common Stock (rounded down to the new option shall be nearest whole share) equal to the product of (xA) the number of shares of Company Common Stock subject to the original such Company Stock Option immediately prior to the Effective Time and multiplied by (yB) the Exchange Ratio; (b) the , at an exercise price per Parent Share under share of Lucent Common Stock (rounded to the new option shall be nearest one-hundredth of a cent) equal to (x) the exercise price per share of such Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio;Ratio (each, as so adjusted, an "Adjusted Option"); and (ii) make such other changes to the Company Stock Plans as the Company and Lucent may agree are appropriate to give effect to the Merger, including as provided in Section 5.7. (b) As soon as practicable after the Effective Time, Lucent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall be assumed by Lucent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.6 after giving effect to the Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in effecting such assumption whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Lucent, together with the consideration therefor and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent;applicable withholding taxes. (d) the adjustments provided herein with respect to any options that are "incentive stock options" (Except as defined in otherwise contemplated by this Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) 5.6 and except to the extent required under the respective terms of the Company Stock Options, all restrictions or limitations on transfer and vesting with respect to Company Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiariesSubsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options options after giving effect to the Merger and the assumption by Parent Lucent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.

Stock Options. At Upon execution of this agreement the Effective TimeBoard shall grant to Executive, the Company Stock Plan and each option granted by the Company options to purchase 200,000 shares of the Company's Common Stock Stock, issued equally over the first twelve months of Executives employment on the Company following terms and conditions: (i) The options shall be granted under and pursuant to the Company Company's Stock Option, Deferred Stock and Restricted Stock Plan (the "Company Stock OptionsPlan"). (ii) which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such The exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (xA) the exercise average of the last reported sale price per for one share of Company Common Stock during the five (5) business days preceding the date of grant as reported on the NASDAQ Automated Quotation System; or (B) if (A) is not applicable, then the fair market value of one share of the Common Stock, as determined in effect under good faith by the original Company Stock Option immediately Board. (iii) All stock options granted to Executive pursuant to this Section 2(b): (A) shall vest equally over 12 months; (B) shall expire to the extent not exercised prior to the Effective Time divided by close of business on the day ten (y10) years from the Exchange Ratio; date of grant; and (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the CodeC) shall be effected governed by the Plan and an agreement substantially in a manner consistent with the requirements of Section 424(a) form of the Code; (e) except to agreement attached hereto as Exhibit A, or as otherwise agreed upon by the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstandingparties. The Company shall cooperate withuse its best efforts to assure that all options are granted to Executive under the Plan, or a similar plan later adopted by the Company, which satisfies the conditions of Rule 16b-3 of the Securities and assist Parent Exchange Commission or any successor thereto. (iv) In the event of a change in the preparation ofnumber of the Company's shares of Common Stock outstanding caused by an event listed in Section 3.3 of the Plan, the number of shares subject to options granted after the date of such registration statementevent shall be adjusted in accordance with the procedures contained in such Section and the number of options to be granted to Executive pursuant to this Section 2(b) shall be correspondingly adjusted. (v) Notwithstanding the foregoing, if and to the extent that, in the opinion of counsel, the Company is unable to grant the Executive any stock options due Executive pursuant to this Section 2(b) because such grant would violate any state or federal securities law, regulation, permit or approval obtained by the Company, then the Company shall to the extent it is able to do so without violation of the foregoing, at the time such stock options would otherwise be granted to Executive hereunder; agree with the Executive on a reasonably equivalent, alternative form of compensation, with the agreement of neither party to be unreasonably withheld. (vi) The Board may grant additional stock options to Executive in its sole discretion.

Stock Options. At the Effective Time(a) Subject to Section 1.4(b), the Company Stock Plan and each option granted by the Company to purchase shares of Haven Common Stock of that has been issued by Haven and is outstanding at the Company Effective Time (each, a "Haven Option") pursuant to the Company Haven Incentive Stock Option Plan, the Haven Stock Option Plan for Outside Directors and the Haven Stock Incentive Plan (collectively, the "Company Stock OptionsHaven Option Plans") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Queens Common Stock as follows: (i) the aggregate number of Parent in such number and at such shares of Queens Common Stock issuable upon the exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to of each converted Haven Option after the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (xA) the Exchange Ratio multiplied by (B) the number of shares of Company Haven Common Stock subject to issuable upon exercise of the original Company Stock Haven Option immediately prior to the Effective Time and (y) Time, such product to be rounded to the Exchange Ratio;nearest whole share of Queens Common Stock; and (b) the exercise price per Parent Share under the new option shall be equal to (xii) the exercise price per share of Company Common Stock in effect under each converted Haven Option shall be equal to the original Company Stock quotient of the exercise price of such Haven Option immediately prior to at the Effective Time divided by (y) the Exchange Ratio; (c) in effecting , such assumption and conversion, the aggregate number of Parent Shares quotient to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next nearest whole cent; (d) ; PROVIDED, HOWEVER, that, in the adjustments provided herein with respect case of any Haven Option that is intended to any options that are "qualify as an incentive stock options" (as defined in option under Section 422 of the Code) , the number of shares of Queens Common Stock issuable upon exercise of and the exercise price per share for such converted Haven Option determined in the manner provided above shall be effected further adjusted in a such manner consistent with as Queens may determine to be necessary to conform to the requirements of Section 424(a424(b) of the Code;. Options to purchase shares of Queens Common Stock that arise from the operation of this Section 1.4 shall be referred to as the "Converted Options." All Converted Options shall be exercisable for the same period and otherwise have the same terms and conditions applicable to Haven Options that they replace. Prior to the Effective Time, Queens shall take, or cause to be taken, all necessary action to effect the intent of the provisions set forth in this Section 1.4. (eb) except Notwithstanding Section 1.4(a) and subject to the extent required under provisions of this Section 1.4(b), any Haven Option shall, if so requested by the respective terms of option holder, be cancelled and shall cease to be exercisable. Any such request shall be made in writing in the Stock Options, all restrictions or limitations on transfer form and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, manner specified by Haven and reasonably acceptable to the extent that such restrictions or limitations Queens and shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect be delivered to the Merger and the assumption by Parent as set forth above; and Queens at least ten (f10) business days prior to the Effective Time. In consideration for such cancellation, Parent each holder of a Haven Option making such request shall take all necessary action be paid, with respect to assume each Haven Option so canceled, an amount equal to the excess (if any) of the product of the Queens Market Value (as defined herein) times the Exchange Ratio over the price at which the holder may acquire a share of Haven Common Stock upon exercise of such Haven Option (such excess, the "Option Cashout Payment"). Such payment shall be made as soon as practicable following the Effective Time all obligations undertaken by Parent under this Section 6.03or, including if later in the reservation, issuance and listing case of any holder of a number Haven Option, the date on which such holder delivers to Haven his written acceptance of Parent Shares at least equal an Option Cashout Payment as full and complete consideration for the cancellation of each Haven Option held by such holder. Haven shall take such action as is necessary or appropriate under the terms of Haven's Option Plans to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) convert each Haven Option for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.which such

Stock Options. At the Effective Time, the Company Stock Plan and each option granted (i) Buyer has been advised by the Company that in accordance with the terms of the outstanding options to purchase shares of Common Stock under the Company's employee and director stock option plans, all such options will be fully vested and exercisable prior to the consummation of the Offer. At the Effective Time (except as provided in clauses (ii) and (iii) below), each such option which remains outstanding and which is held by any then current employee of the Company pursuant to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, cancelled and each of the Company Stock Options Buyer shall be converted into issue in exchange therefor an option to purchase shares of Common Stock common stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time Buyer (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the "Substitute Option"). The number of shares of Company Common Stock Buyer's common stock subject to the original Company Stock such Substitute Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option thereunder shall be equal to (x) the exercise price per share of Company Common Stock computed in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent compliance with the requirements of Section 424(a) of the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder (the "Code;"). Such Substitute Option shall be fully vested, shall have the same term as the original option in respect of which it is granted, and shall otherwise be subject to all of the other terms and conditions of options granted under the employee stock option or compensation plan or arrangement of Buyer. The Substitute Option will not qualify as an incentive stock option under Section 422 of the Code. (eii) except At the Effective Time, each then outstanding option to purchase shares of Common Stock held by a non-employee director or a former employee of the Company, or Ungermann-Bass Networks, Inc. ("UB Networks") shall be cancelled and Buyer shall pay each such holder in cash at or promptly after the Effective Time for each such option an amount determined by multiplying (A) the excess, if any, of the Merger Consideration per share over the applicable exercise price per share of such option by (B) the number of shares such holder could have purchased (assuming full vesting of all options) had such holder exercised such option in full immediately prior to the Effective Time. (iii) At the Effective Time, the warrants (the "Warrants") issued by Network Resources Corporation that were originally exercisable to purchase preferred stock of Network Resources Corporation and are now exercisable to purchase an aggregate of 112,043 shares of Common Stock (the "Common Stock Amount") and $224,086 in cash (the "Cash Amount") shall be converted, by their terms, into warrants to purchase the Merger Consideration which would be payable with respect to the Common Stock Amount and the Cash Amount; provided that to the extent required under the respective terms NRC Merger Agreement a portion of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement amount receivable upon exercise of the Company or any of its subsidiaries, Warrants shall be delivered to the extent that Escrow Agent in accordance with the Escrow Agreement (as such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain are defined in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; andAgreement). (fb) prior Prior to the Effective Time, Parent the Company shall take all necessary action use its best efforts (i) to assume as obtain any consents from holders of options to purchase shares of Common Stock and (ii) to make any amendments to the terms of the Effective Time all obligations undertaken by Parent under this Section 6.03, including Company's stock option or compensation plans or arrangements or warrant agreements that in the reservation, issuance and listing case of a number of Parent Shares at least equal either (i) or (ii) are necessary to give effect to the number transactions contemplated by Section 2.5(a). Notwithstanding any other provision of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Timethis Section, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number payment may be withheld in respect of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementany employee stock option until necessary consents are obtained.

Stock Options. At the Effective Time, the Company Stock Plan and each (a) Each holder of a then outstanding option granted by the Company ------------- to purchase shares of Common Stock of the Company pursuant to the Company Stock Plan Shares (collectively, "Company Stock Options") which is outstanding under Company's 1993 Stock Option and unexercised immediately Incentive Plan and 1995 Stock Option and Incentive Plan (collectively, the "Stock Option Plans"), whether or not then exercisable or fully vested, may elect, prior to the Effective Time, in settlement thereof, to receive from Company for each share subject to such Option an amount in cash equal to the difference between the Offer Consideration and the per share exercise price of such Option, to the extent the Offer Consideration is greater than the per share exercise price of such Option (such excess amount, the "Option Consideration"); provided, however, that with respect to any person subject to Section 16(a) of -------- ------- the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. (b) At the Effective Time, each outstanding Option other than Options for which an election to receive cash in settlement thereof has been made pursuant to Section 3.2(a), shall be assumed by Parent, Parent and each of the Company Stock Options shall be converted into an constitute a vested option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having acquire, on substantially the same terms and subject to substantially the same conditions as in effect immediately prior to the Effective Time (except to the extent that were applicable under such termsOption, conditions and restrictions may be altered in accordance with their terms including, without limitation, term, exercisability, status as a result an "incentive stock option" under Section 422 of the Merger contemplated hereby Code, and except that all references in each such Company Stock Option to termination provisions, the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to the product of (x) the same number of shares of Company Parent Common Stock Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to the original Company Stock such Option immediately prior to the Effective Time and by the Option Exchange Ratio (y) the Exchange Ratio; (b) the as defined below); at an exercise price per share of Parent Share under Common Stock (increased to the new option shall be nearest whole cent) equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option Shares immediately prior to the Effective Time divided by (y) the Option Exchange Ratio; (c) ; provided, however, that in effecting such assumption and conversion, -------- ------- the aggregate number case of Parent Shares any Option to be subject to each assumed Company Stock Option will be rounded down, if necessary, to which Section 421 of the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "Code applies by reason of its qualification as an incentive stock options" (as defined in option under Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statement.the

Stock Options. (a) At the Effective Time, the Company Stock Plan all outstanding and each option granted by the Company unexercised employee and director options to purchase shares of Company Common Stock of the (each a “Company pursuant Option”) will cease to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into represent an option to purchase Company Common Stock and will be converted automatically into options to purchase Parent Common Stock (“Parent Options”), and Parent will assume each Company Option subject to its terms; provided, however, that after the Effective Time: (i) The number of shares of Parent Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result acquired upon exercise of the Merger contemplated hereby and except that all references in each such Company Stock Option to the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be will equal to the product of (x) the number of shares of Company Common Stock subject to that could have been acquired under the original Company Stock Option immediately prior to before the Effective Time and (y) the Exchange Ratio;, rounded down to the nearest whole share; and (bii) the The per share exercise price per Parent Share under for each Company Option will equal the new option shall be equal to quotient of (x) the per share exercise price per share of the Company Common Stock in effect under the original Company Stock Option immediately prior to before the Effective Time divided by and (y) the Exchange Ratio;, rounded down to the nearest cent. (cb) in effecting such assumption Notwithstanding the foregoing, (i) the exercise price and conversion, the aggregate number of shares of Parent Shares to be subject to each assumed Company Common Stock Option will be rounded down, if necessary, purchasable pursuant to the next whole share and the aggregate exercise price Company Options shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected determined in a manner consistent with any applicable requirements of Section 409A of the Code and (ii) in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; . Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions (eincluding applicable vesting requirements and any accelerated vesting thereof) except as were applicable under such Company Option immediately prior to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options Effective Time (after giving effect to any rights resulting from the Merger transactions contemplated under this Agreement pursuant to the Company Option Plan and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementaward agreements thereunder).

Stock Options. At a. During the Effective TimeTerm of Employment, the Company Executive shall be eligible to be granted options (the "Stock Plan and each option granted by the Company Options") to purchase shares of the Common Stock of the Company pursuant to the Company Stock Plan under ("Company Stock Options"and therefore subject to) which is outstanding all terms and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each conditions of the Company Company's Stock Option Plan. The number of Stock Options and terms and conditions of the Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having determined by the same terms and conditions as in effect immediately prior Committee appointed pursuant to the Effective Time (except Stock Option Plan, or by the Board of Directors of the Company, in its discretion and pursuant to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby and except that all references in each such Company Stock Option to Plan. b. Reasonably promptly following the date of this Agreement, the Company shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject grant to the new option shall be equal Executive non-qualified Stock Options to the product of (x) purchase the number of shares of Company the Company's Common Stock subject which will constitute 154,000 shares of the Company's outstanding Common Stock after completion of the restructuring, the recapitalization and the initial public offering referred to in the original Company Stock Option immediately prior to next sentence. In this connection, the Effective Time Executive understands and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to agrees that: (x) the exercise price per share Company is in the process of Company Common Stock in effect under adopting the original Company Stock Option immediately Plan, (y) that the Company must complete a restructuring of its capital structure prior to adopting the Stock Option Plan, and (z) that it is currently anticipated (but not certain) that the Company will have approximately 15.4 million shares outstanding at the conclusion of its currently planned 154,000 for 1 stock split and 19.2 million shares outstanding at the conclusion of its currently planned initial public offering (approximately 19.74 million shares outstanding if an overallotment option is exercised by the underwriters). Notwithstanding anything to the contrary contained in this Agreement, (i) the Stock Options may not be transferred or otherwise disposed of, nor may they be exercised, prior to the Effective Time divided by Company's currently contemplated initial public offering, (yii) the Exchange Ratio; (c) in effecting such assumption and conversion, grant of the aggregate number of Parent Shares Stock Options to be subject to each assumed Company Stock Option will be rounded down, if necessary, granted to the next whole share and the aggregate exercise price Executive shall be rounded upconditioned upon the effectiveness of the initial public offering, if necessary, to the next whole cent; and (diii) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms grant of the Stock Options, all restrictions or limitations on transfer and vesting with respect to the Stock Options awarded under themselves, shall be null and void ab initio if the Company's initial public offering is not consummated by March 31, 2000. The number of shares covered by the Stock Options will be adjusted proportionately downwards, to the effect that less shares than currently anticipated are outstanding immediately after those transactions, and upwards, in the event that more shares than currently anticipated are outstanding immediately after those transactions. Notwithstanding the foregoing, it the Company should (i) issue shares constituting up to 30% of the outstanding Common Stock Plans or any other plan, program or arrangement of the Company to strategic or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) financial investors prior to the Effective TimeIPO or (ii) make other changes in its capital structure in connection with estate planning for certain existing shareholders, Parent there shall take all necessary action to assume as be no anti-dilution adjustment for those changes. All of the Effective Time all obligations undertaken non-qualified Stock Options referred to in this paragraph (b) shall have certain characteristics: (i) the Stock Options shall vest 1/3 after 1 year of continuous employment of the Executive by Parent under the Company which employment, for this Section 6.03purpose only, is deemed to have commenced on June 7, 1999, a second 1/3 after 2 years of continuous employment by the Company, and the balance after 3 years of continuous employment by the Company; (ii) subject to clause (vii) below, the Stock Options shall be exercisable from and after the date upon which the Stock Options vest through the date which is five (5) years from the date hereof at $5.00 per share; (iii) the Stock Options shall be on such other terms and conditions as may be set forth in the instrument granting the Stock Options, including without limitation the reservation, issuance and listing provisions concerning termination of a number unvested Stock Options; (iv) the option agreement shall provide that the shares of Parent Shares at least equal to common stock underlying those Stock Options shall be registered in the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a first registration statement on Form S-8 or other form of registration statement filed by the Company with the Securities Exchange Commission for the purpose of registering options or other securities issued to executives or other employees of the Company in their respective capacities as executive or employees of (rather than shareholders of or another appropriate forminvestors in) registering the Company; (v) the option agreement shall include certain anti-dilution provisions PROVIDED, that the there will be no antidilution adjustment with regard to the matters described in section 4.4(b) of this Agreement except as set forth in section 4.4(b), if at all; (vi) the Stock Options may not be hypothecated or pledged, and may not be sold, transferred or otherwise disposed of (except by exercise in accordance with the terms of the option agreement) other than through transfer by will or the laws of descent and distribution, and during the lifetime of the Executive the Stock Options shall be exercisable only by the Executive; and (vii) the Stock Options shall not be exercisable at any time prior to the IPO unless the Executive has executed a number written instrument, reasonably satisfactory to the Executive, the Company, and the Company's other shareholders, evidencing (a) the Executive's investment intent and customary investment representations to substantiate compliance with applicable securities laws, (b) the Executive's agreement that prior to the IPO the shares which may be acquired upon exercise of Parent Shares representing the number Stock Options may not be hypothecated or pledged, and that the shares may not be sold, transferred or otherwise disposed of Parent Shares except after giving the other shareholders and the Company thirty (30) days prior written notice of a bona fide written offer for such shares and the right of first refusal to acquire such shares on the terms and conditions of such bona fide offer during such thirty day period; and (c) the Executive's agreement that the sale, transfer, or other disposition of the shares shall be subject to applicable securities law restrictions and applicable restrictions under this Agreement and the assumed options option agreement, and that the certificates evidencing the shares shall maintain be legended to reflect the effectiveness same. The restrictions set forth in sub-clause (b) of such registration statement this clause (and maintain vii) shall terminate upon the current status consummation of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementIPO.

Stock Options. (a) At the Effective Time, the Company Stock Plan and each option ------------- granted by the Company to purchase shares of Company Common Stock of the Company pursuant to the Company Stock Plan (a "Company Stock OptionsOption") which is outstanding and unexercised immediately prior thereto shall cease to the Effective Time, shall be assumed by Parent, represent a right to acquire shares of Company Common Stock and each of the Company Stock Options shall be converted automatically into an a fully vested option (a "Converted Company Option") to purchase shares of Public Common Stock of Parent in such number an amount and at such any exercise price determined as provided below (and otherwise having the same terms and conditions as in effect immediately prior subject to the Effective Time (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Merger contemplated hereby Company's Amended and except that all references in each such Restated 2000 Long Term Incentive Plan, as amended (the "Company Stock Option to Plan"), the agreements evidencing grants thereunder, and any other agreements between the Company shall be deemed to refer to Parentand an optionee regarding Company Options): (ai) the number of Parent Shares shares of Public Common Stock to be subject to the new option Converted Company Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio;, provided that any fractional share of Public Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (bii) the exercise price per Parent Share share of Public Common Stock under the new option Converted Company Option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting , provided that such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, up to the next nearest whole cent;. (db) the adjustments The adjustment provided herein with respect to any options that which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with the requirements of Section 424(a) of the Code; (e) except , and to the extent required under it is not so consistent, such Section 424(a) shall override anything to the respective contrary contained herein. The duration and other terms of the Stock Converted Company Options shall be the same as the original Company Options, except that all restrictions or limitations on transfer and vesting with respect references to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, shall be deemed to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect be references to such Stock Options Public. As soon as practicable after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No (but in no event later than twenty ten Business Days), Public shall use its reasonable best efforts to register under the Securities Act of 1933, as amended (20) days after the Effective Time"Securities Act"), Parent shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject and use its reasonable best efforts to the assumed options and shall maintain the effectiveness thereof) shares of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Public Common Stock issuable pursuant to all Company shall cooperate with, and assist Parent in the preparation of, such registration statementOptions converted pursuant to this Section 1.5.

Stock Options. At Effective as of the Effective TimeDate, the Company Stock Plan and each shall grant Employee a stock option granted by (the Company to purchase "Option") consisting of 1,500,000 shares of the Company's Class B Common Stock (or such other shares of common stock as are exchangeable on a one-for-one basis into shares of Class B Common Stock, the Company pursuant "Option Shares") at an exercise price equal to the Company Stock Plan fair market value of such Option Shares on the date of grant. The Option shall vest immediately as to 300,000 Option Shares and the remainder thereof ("Company Stock Options") which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Parent, and each consisting of the Company Stock Options shall be converted into an option to purchase shares 1,200,000 Option Shares) shall vest ratably on a monthly basis as of Common Stock the last day of Parent in each of the first 36 months following the date of grant, such number that 1/36th of the Option will vest on the one-month anniversary of the Effective Date and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior Option shall be fully vested on the third anniversary of the Effective Date, subject to Employee continuing to render services to the Effective Time 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 (except 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 as set forth in greater detail in the extent stock option agreement by and between Employee and the Company (the "Stock Option Agreement"), which agreement shall be substantially in the form of Exhibit A hereto and is incorporated by this reference as if fully set forth herein. In the event that such termsEmployee elects to terminate his employment with Company without cause, conditions or if Company terminates Employee "for cause" pursuant to and restrictions may as defined in Section 2(a) above, the Option shall immediately terminate, and Employee shall be altered in accordance with their terms as a result entitled to exercise the portion of the Merger contemplated hereby and except Option that all references was vested on the date of termination only for such period of time as is provided in each such Company the Company's Stock Option to Plan and reflected in the Company Stock Option Agreement. In all other respects, the Option shall be deemed to refer to Parent): (a) the number of Parent Shares to be subject to the new option shall be equal to terms, definitions and provisions of the product of (x) the number of shares of Company Common Stock subject to the original Company Company's Stock Option immediately prior to Plan and the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementAgreement.

Stock Options. At 7.1 The Employee may be granted stock options in the Effective Time, the Company Stock Plan and each option granted by the Company to purchase shares of Common Stock Shares of the Company pursuant Corporation from time to time, at the sole discretion of the Board of Directors of the Corporation. Any stock options granted to the Company Stock Plan ("Company Stock Options") which is outstanding and unexercised immediately prior Employee shall be subject to the Effective Time, shall be assumed by Parent, and each of the Company Stock Options shall be converted into an option to purchase shares of Common Stock of Parent in such number and at such exercise price as provided below and otherwise having the same terms and conditions of the Corporation's stock option plan, as in effect immediately prior may be amended by the Corporation at its sole discretion from time to time, and the terms and conditions of any applicable stock option agreement. Any stock option grant awarded to the Effective Time Employee, together with the terms and conditions of the Corporation's Stock Option Plan shall be attached to this Agreement when granted, as Schedule "D". 7.2 The stock options that the Employee has been granted as set forth in the Option Agreements attached hereto as Schedule "D" which have not vested on the date the notice of the termination of employment of the Employee is given under article 9.1 (except a) or article 10.2 of this Agreement, shall forthwith be accelerated. These accelerated options which will then be vested, as well as any then vested options which have not yet been exercised, will be exercisable up until the end of the time for exercising options as set out under the original Option Agreement under which they were granted as if the Employee's employment and/or office continued for the 30 days notice required under article 10.1 and the severance period applicable under the provisions of article 9 (a) (i) for the calculation of the retiring allowance. In the event the stock option plan under which the option agreements were granted needs to be amended, to put into effect the provisions of this article 7.2, then the Corporation agrees that on a best efforts basis it will make applications to the extent necessary regulatory authorities and stock exchanges to obtain the amendment of said stock option plan. In the event that such terms, conditions for any reason the Corporation is not able to obtain the consent of the regulatory authorities and restrictions stock exchange to the amendment of the stock option plan as may be altered required by this article 7.2 , then Corporation agrees to compensate the Employee on the basis that the stock options shall notionally continue to exist for exercise under the provisions of this article 7.2 and Employee will still be notionally entitled to exercise his stock options as provided for in accordance with their terms as a result this article 7.2 , but instead of the Merger contemplated hereby and except that all references Corporation issuing shares in each such Company Stock Option the name of the Employee on the exercise of the option, it shall pay cash compensation to the Company Employee equivalent to the difference between the option price of the share option notionally exercised and the value of the shares of the Corporation as traded on the market at the close of trading on the day the notice of notional exercise of the option is given to the Corporation. All future share options agreements that shall be granted to the Employee by the Corporation shall be deemed to refer to Parent): (a) the number have been attached and form part of Parent Shares Schedule "D" and will be deemed to be subject to the new option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the original Company Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio; (b) the exercise price per Parent Share under the new option shall be equal to (x) the exercise price per share of Company Common Stock in effect under the original Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio; (c) in effecting such assumption and conversion, the aggregate number of Parent Shares to be subject to each assumed Company Stock Option will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent; (d) the adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with the requirements of Section 424(a) of the Code; (e) except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above; and (f) prior to the Effective Time, Parent shall take all necessary action to assume as of the Effective Time all obligations undertaken by Parent under this Section 6.03, including the reservation, issuance and listing of a number of Parent Shares at least equal to the number of Parent Shares subject to the assumed options. No later than twenty (20) days after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Parent Shares representing the number of Parent Shares subject to the assumed options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such assumed options remain outstanding. The Company shall cooperate with, and assist Parent in the preparation of, such registration statementarticle 7.2.