Common use of Stock Options Clause in Contracts

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately Each Rayonier Option that is outstanding immediately prior to the Effective Time, each outstanding regardless of by whom held, shall be converted as of the Effective Time into both a Post-Separation Rayonier Option and unexercised option a SpinCo Option and shall, except as otherwise provided in this Section 4.02, be subject to purchase shares of CAC Common Stock the same terms and conditions (eachincluding with respect to vesting and expiration) after the Effective Time as were applicable to such Rayonier Option immediately prior to the Effective Time (except as otherwise provided herein, a “CAC Stock Option”including in Sections 4.02(d) willand (e)); provided, at however, that from and after the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a : (i) the number of shares of CEC Common Stock (eachRayonier Shares subject to such Post-Separation Rayonier Option, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of , shall be equal to the product obtained by multiplying (iA) the number of shares of CAC Common Stock Rayonier Shares subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock corresponding Rayonier Option immediately prior to the Effective Time. Immediately Time by (B) the Rayonier Value Factor; (ii) the number of SpinCo Shares subject to such SpinCo Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of Rayonier Shares subject to the corresponding Rayonier Option immediately prior to the Effective TimeTime by (B) the SpinCo Value Factor; (iii) the per share exercise price of such Post-Separation Rayonier Option, each outstanding and unvested CEC Stock Option granted under rounded up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan nearest hundredth of a cent, shall be amended equal to provide that it the quotient obtained by dividing (A) the per share exercise price of the corresponding Rayonier Option immediately prior to the Effective Time by (B) the Rayonier Ratio; and (iv) the per share exercise price of such SpinCo Option, rounded up to the nearest hundredth of a cent, shall become vested and exercisable be equal to the quotient obtained by dividing (at target performance levels, if applicableA) upon the optionee’s termination per share exercise price of employment without “cause” the corresponding Rayonier Option immediately prior to the Effective Time by (as defined B) the SpinCo Ratio. Notwithstanding anything to the contrary in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinthis Section 4.02(b), the exercise price, the number of Rayonier Shares and SpinCo Shares subject to each Post-Separation Rayonier Option and SpinCo Option, and the terms and conditions of exercise of such options shall be determined in either case within six (6) months following a manner consistent with the Effective Timerequirements of Section 409A of the Code.

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

Stock Options. Immediately (a) At the Effective Time, each holder of a then outstanding stock option to purchase Safety Fund Common Stock ("Safety Fund ----------- Option") pursuant to the 1984 Incentive Stock Option Plan or the 1994 Incentive ------ and Nonqualified Stock Option Plan (collectively, the "Safety Fund Stock Option ------------------------ Plans") (it being understood that the aggregate number of shares of Safety Fund ----- Common Stock subject to purchase pursuant to the exercise of such Safety Fund Options is not and shall not be more than 65,850), whether vested or unvested, will be assumed by Buyer. Each Safety Fund Option so assumed by Buyer under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Safety Fund Stock Option Plans immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Safety Fund Option shall be exercisable (when vested) for that number of whole shares of CAC Buyer Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Safety Fund Common Stock (eachcovered by the Safety Fund Option multiplied by the Exchange Ratio, a “Converted provided that any fractional share of Buyer Common Stock Option”) equal to the product (resulting from such multiplication shall be rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option ; and (ii) the Exchange Ratio, at an exercise price per share (of Buyer Common Stock shall be equal to the exercise price per share of Safety Fund Common Stock of such Safety Fund Option, divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. (b) equal After the Effective Time, Buyer shall issue to (x) each holder of an outstanding Safety Fund Option a document evidencing the exercise price foregoing assumption of such CAC Stock Safety Fund Option divided by Buyer. (yc) It is the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to intention of the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide parties that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Safety Fund Options assumed by Buyer qualify following the Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive PlanInternal Revenue Code of 1986, as amended (the "Code") by to the Surviving Entity or any of its Subsidiaries or for Good Reason (extent that the Safety Fund Options qualified as defined herein), in either case within six (6) months following incentive stock ---- options immediately prior to the Effective Time. (d) Buyer shall not issue or pay for any fractional share otherwise issuable upon exercise of a Safety Fund Option. Prior to the Effective Time, the CAC Board Buyer shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be convertedreserve for issuance (and, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted if not previously registered pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanSecurities Act, register) the number of shares of Buyer Common Stock necessary to satisfy Buyer's obligations with respect to the issuance of Buyer Common Stock pursuant to the exercise of Safety Fund Options. (e) The provisions of this Section 2.11 are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Converted Stock holder of a Safety Fund Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding his or her heirs and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timerepresentatives.

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

Stock Options. Immediately (a) Subsequent to the effectiveness of the Form 10, but prior to the Effective Timeconsummation of the Distribution, and subject to the consummation of the Distribution, each outstanding and unexercised option to purchase shares of CAC ALTISOURCE Common Stock (each, a “CAC ALTISOURCE Stock OptionOptions”) willgranted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, at and ALTISOURCE shall cause (to the Effective Timemaximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, cease terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to represent the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (i) an option to purchase CAC Common Stock and will be converted automatically into an option to purchase acquire a number of shares of CEC Residential Class B Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (ix) the number of shares of CAC ALTISOURCE Common Stock subject to such CAC the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Residential Stock Options”), with an exercise price to be determined in a manner consistent with this Section 3.04 and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) adjustment of the exercise price of such CAC holder’s ALTISOURCE Stock Option divided by Option, to be determined in a manner consistent with this Section 3.04 (ythe “Adjusted ALTISOURCE Stock Options”) (the Exchange RatioResidential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution Stock Options”). (b) The option exercise price of the Residential Stock Options and each unvested CAC the Adjusted ALTISOURCE Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan Options shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, set in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v)(D), to maintain the foregoing. Following intrinsic value of the Effective TimeALTISOURCE Stock Options as of the Distribution Date, except and to maintain the ratio of exercise price to fair market value of the ALTISOURCE Stock Options and the Post-Distribution Stock Options. (c) Each of ALTISOURCE and Residential intends that, subsequent to the Distribution, Residential shall establish, or shall cause to be established, one or more equity incentive or similar plans that will allow or provide for the amendment issuance of the unvested CAC Stock Options granted pursuant restricted stock, new options (or other equity-based awards) to the Caesars Acquisition Company 2014 Performance Incentive Planacquire Residential Class B Common Stock, each Converted Stock Option will continue or other equity awards on such terms, and subject to be governed by the same terms such conditions (including, without limitation, as to eligibility, vesting and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereincriteria), as Residential may decide in either case within six (6) months following the Effective Timeits sole discretion.

Stock Options. Immediately Each Autoliv Option that is outstanding immediately prior to the Effective Time, shall be converted as of the Effective Time into an Adjusted Autoliv Option and a Veoneer Option, and each outstanding such Adjusted Autoliv Option and unexercised option Veoneer Option shall be subject to purchase shares of CAC Common Stock the same terms and conditions (each, a “CAC Stock Option”including with respect to vesting and expiration) will, at after the Effective Time as were applicable to such Autoliv Option immediately prior to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a except as otherwise provided herein; (i) the number of shares of CEC Common Stock (each, a “Converted Stock Option”) Autoliv Shares subject to such Adjusted Autoliv Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio, rounded down to the nearest whole share) of ; (iii) the number of shares of CAC Common Stock Veoneer Shares subject to such CAC Stock Option and Veoneer Options shall be equal to the product of fifty percent (ii50%) of the Exchange number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to share; (xiii) the per share exercise price of such CAC Stock Option divided by Adjusted Autoliv Options shall be equal to the quotient of (y1) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment per share exercise price of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock corresponding Autoliv Option immediately prior to the Effective Time. Immediately Time divided by (2) the Autoliv Conversion Ratio, rounded up to the nearest full cent; and (iv) the per share exercise price of such Veoneer Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective TimeTime divided by (2) the Veoneer Conversion Ratio, each outstanding and unvested CEC Stock Option granted under rounded up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan nearest full cent. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Autoliv Shares and Veoneer Shares subject to each Adjusted Autoliv Option and Veoneer Option, respectively, and the terms and conditions of exercise of such options shall be amended to provide that it shall become vested determined in a manner consistent with the requirements of Section 409A and exercisable (at target performance levelsSection 424 of the Code, if as applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, each SJNB Stock Option that is outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock shall be assumed by GBB and will be converted automatically into an option to purchase a such number of shares of CEC Common GBB Stock at an exercise price determined as provided below (each, a “Converted and otherwise having the same duration and other terms as the SJNB Stock Option”) Option pursuant to the SJNB Stock Option Plan). Each SJNB Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common SJNB Stock subject to that were purchasable under such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC SJNB Stock Option immediately prior to the Effective Time. Immediately Time of the Merger multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole number of shares of GBB Stock; and (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such SJNB Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per share of SJNB Stock at which such SJNB Stock Option was exercisable immediately prior to the Effective TimeTime of the Merger by (B) the Conversion Ratio, with such quotient rounded up to the nearest cent. After the Effective Time of the Merger, GBB shall issue to each holder of an outstanding and unvested CEC SJNB Stock Option granted under a document evidencing the assumption of such SJNB Stock Option by GBB pursuant to this Section 7.9. (b) GBB shall comply with the terms of the SJNB Stock Option Plan and cause, to the Caesars Entertainment Corporation 2012 Performance Incentive extent required by, and subject to the provisions of, such Plan and the Code, the SJNB Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger to continue to qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall be amended take all corporate action necessary to provide that reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of SJNB Stock Options assumed by it shall become vested and exercisable (at target performance levelsin accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if applicable) upon the optionee’s termination of employment without “cause” necessary, file a registration statement on Form S-8 (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any successor or other appropriate form) with respect to the shares of its Subsidiaries GBB Stock subject to such options and shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for Good Reason (so long as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plan and each Target Option, whether vested or unvested, shall be assumed by Acquiror, and Target's repurchase right with respect to any unvested option shares granted under the Target Stock Option Plan shall be assigned to Acquiror and Acquiror shall thereafter comply with the terms of the Target Stock Option Plan with respect to such assumed Target Options. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each Target Option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Target Option shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Target Option immediately prior to the product Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole sharenumber of shares of Acquiror Common Stock, (ii) the per share exercise price for the shares of (i) Acquiror Common Stock issuable upon exercise of such Target Option shall be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded down to the nearest whole cent. The vesting of any unvested Target Options will not accelerate as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. Within 45 business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of a Target Option a document evidencing the foregoing assumption of such Target Option by Acquiror, and within 45 business days after an adjustment to the Option Exchange Ratio as a result of the provisions of Annex A hereto, Acquiror will issue to each such person a revised document reflecting the adjusted Option Exchange Ratio. The "Option Exchange Ratio" shall equal the quotient obtained by dividing the Acquiror Stock Subject to Target Options by the number of shares of CAC Target Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted issuable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan exercise of all Target Options. The "Acquiror Stock Subject to Target Options" shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon equal the optionee’s termination of employment without “cause” quotient obtained by dividing the Initial Target Optionholder Consideration plus the Additional Optionholder Consideration (as defined and calculated in the Caesars Acquisition Company 2014 Performance Incentive Plan) Annex A), if any, by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except Closing Price for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeAcquiror Common Stock.

Stock Options. Immediately prior to (a) You will be granted a stock option (the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase exercisable for a number of shares of CEC Common Stock representing 5% of the fully-diluted equity of the Company (each, a the “Converted Stock Option5% Ownership Percentage”) equal to as of the product Commencement Date. (rounded down to For purposes of this Agreement, “fully-diluted equity” means the nearest whole share) of (i) the total number of shares of CAC outstanding Company Common Stock and Company Preferred Stock, with the Preferred Stock calculated on an as-converted to Common Stock basis, including for this purpose the maximum number of shares issuable under the Equity Incentive Plan (inclusive of granted options and unallocated shares reserved for issuance thereunder). Vesting will start on the sooner of the closing of the Financing (defined in Section 5(b)) or one year after the Commencement Date. Vesting is calculated over a 48-month schedule, starting with the month after the Commencement Date, and you will be given retroactive vesting credit for purposes of calculating the number of vested shares on the first vesting date. The strike price of the stock option will be $1.50 per share. (b) In addition, upon the closing of the Financing (defined in Section 5(b)), you will be granted an additional stock option (the “Financing Option”) exercisable for a number of shares sufficient so as to maintain the 5% Ownership Percentage after giving effect to the Financing. The Financing Option will vest in 48 consecutive equal monthly installments, starting one month after the closing of the Financing. The strike price of the Financing Option will be the same per-share price of the shares sold in the Financing. (c) Both stock options will accelerate in full upon a Change of Control. Except as provided herein, the stock options will be subject to such CAC Stock Option the terms of the Equity Incentive Plan and (ii) a stock option agreement to be executed by you as a condition to the Exchange Ratiogrant. The stock option agreements will provide that, except in the case of accelerated vesting, as described herein, vesting is conditioned upon your continued employment with the Company at each applicable vesting date. You may also be eligible to be considered for additional stock option grants, at an the Board’s discretion. It is agreed that Section 5(f)(ii) of the Equity Incentive Plan (concerning the treatment of your option shares in the event of a termination for Cause) shall not apply to your vested option shares, whether exercised or not, and that such shares shall not terminate, be forfeited or be subject to repurchase by the Company for their exercise price per share (rounded up pursuant to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange RatioSection 5(f)(ii), and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan those vested option shares shall instead be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (treated as defined provided in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSection 5(f)(i), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately On the Effective Date, but not as part of the Arrangement, each Dolly Varden Option outstanding immediately prior to the Effective Time, each outstanding whether vested or unvested, shall be deemed to be vested to the fullest extent, and unexercised option following completion of the step set out in Section 4.1(d), but for greater certainty prior to the completion of the step set out in Section 4.1(e), shall be exchanged for a Replacement Option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at from Contango the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product Contango Shares (rounded down to the nearest whole sharenumber) of equal to: (iA) the Exchange Ratio, multiplied by (B) the number of shares of CAC Common Stock Dolly Varden Shares subject to such CAC Stock Dolly Varden Option and (ii) immediately prior to the Exchange RatioEffective Time, at an exercise price per share Dolly Varden Share (rounded up to the nearest whole cent) equal to (xM) the U.S. Dollar Equivalent of the exercise price of per Dolly Varden Share otherwise subject to such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Dolly Varden Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio. Immediately prior Except as set out above, all other terms and conditions of such Replacement Option, including the conditions to and manner of exercising, will be the same as the Dolly Varden Option so exchanged, and shall be governed by the terms of the Dolly Varden Option Plan, and any document evidencing a Dolly Varden Option shall thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Options will be issued and the Replacement Options shall be governed by and be subject to such certificates, other than as amended hereby. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Dolly Varden Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option would, but for this sentence, exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option for which it is exchanged, the number of Contango Shares which may be acquired on exercise of the Replacement Option at and after the Effective TimeTime will be automatically adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option. Additionally, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan extent the exchange of a Dolly Varden Option for a Replacement Option is subject to Section 409A of the Code, the exercise price, the number of Contango Shares which may be acquired on exercise of the Replacement Option and the terms and conditions of exercise of such option shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon determined in a manner consistent with the optionee’s termination requirements of employment without “cause” (as defined in Section 409A of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeCode.

Stock Options. Immediately (a) At the Effective Time, each KNBT Stock Option which is outstanding and unexercised immediately prior to the Effective Time, each outstanding whether or not then vested and unexercised option to purchase shares of CAC Common Stock (eachexercisable, a “CAC Stock Option”) will, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of KNBT Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC NPB Common Stock (eachStock, a “Converted and NPB shall assume each KNBT Stock Option”) equal to , in accordance with the product (rounded down to terms of the nearest whole share) of applicable KNBT Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) NPB and the Human Resources Committee of the NPB Board shall be substituted for KNBT and the committee of the KNBT Board (including, if applicable, the entire KNBT Board) administering such KNBT Stock Option Plan, (ii) each KNBT Stock Option assumed by NPB may be exercised solely for shares of NPB Common Stock, (iii) the number of shares of CAC NPB Common Stock subject to such CAC KNBT Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of KNBT Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC KNBT Stock Option immediately prior to the Effective Time. Immediately prior Time multiplied by the Exchange Ratio, provided that any fractional shares of NPB Common Stock resulting from such multiplication shall be rounded down to the Effective Timenearest share, (iv) the per share exercise price under each outstanding and unvested CEC such KNBT Stock Option granted shall be adjusted by dividing the per share exercise price under each such KNBT Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it nearest cent, and (v) all outstanding KNBT Options shall become fully vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined Effective Time notwithstanding anything to the contrary in the Caesars Entertainment Corporation 2012 Performance Incentive Planapplicable KNBT Stock Plan or stock option or other agreement by which a KNBT Stock Option is evidenced. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each KNBT Stock Option which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the Surviving Entity Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the Code. NPB and KNBT agree to take all necessary steps to effect the foregoing provisions of this Section 2.05 (a), including in the case of NPB taking all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of the options to issue shares of NPB Common Stock issued in accordance herewith. (b) As soon as practicable after the Effective Date, but in no event later than ten (10) Business Days after the Effective Date, NPB shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any of its Subsidiaries successor or for Good Reason (as defined hereinother appropriate forms), with respect to the shares of NPB Common Stock subject to the options referred to in either paragraph (a) of this Section 2.05 and shall use its reasonable efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding in the case within six of a Form S-8 or, in the case of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (6c) months following As soon as practicable after the Effective TimeDate, but in no event later than twenty (20) Business Days after the Effective Date, NPB shall deliver to the holders of KNBT Options at the Effective Time appropriate notices setting forth the effect of the adjustments described in Section (a) and advising of the registration of the shares of NPB Common Stock issuable upon exercise thereof after consummation of the Merger. (d) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall administer the KNBT Stock Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated under the Exchange Act.

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

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

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding FLC Option and unexercised option to purchase shares of CAC Common Stock (eacheach Patriot Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of FLC Common Stock or Patriot Common Stock, as the case may be, and will shall be converted automatically into an option to purchase a number of shares of CEC Holding Company Common Stock, and the Holding Company shall assume each FLC Option and Patriot Option, in accordance with the terms of the applicable FLC Stock (eachOption Plan or Patriot Stock Option Plan, a “Converted Stock Option”) equal to as the product (rounded down to case may be, and the nearest whole share) of stock option agreement by which it is evidenced, except that from and after the Effective Date, (i) the Holding Company and its Board of Directors or a duly authorized committee thereof shall be substituted for FLC, Patriot or their respective Boards of Directors or duly authorized committee thereof administering such FLC Stock Option Plan or Patriot Stock Option Plan, as the case may be, (ii) each FLC Option and Patriot Option assumed by the Holding Company may be exercised solely for shares of the Holding Company Common Stock, (iii) the number of shares of CAC Holding Company Common Stock subject to each Patriot Option shall be equal to the number of shares of Patriot Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Patriot Option immediately prior to the Effective Time. Immediately Date multiplied by the Patriot Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price under each such Patriot Option shall be adjusted by dividing the per share exercise price under each such Patriot Option by the Patriot Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent, (v) the number of shares of Holding Company Common Stock subject to each FLC Option shall be equal to the number of shares of FLC Common Stock subject to such FLC Option immediately prior to the Effective TimeDate multiplied by the Applicable FLC Common and Senior Preferred Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (vi) the per share exercise price under each such FLC Option shall be adjusted by dividing the per share exercise price under each such FLC Option by the FLC Common and Senior Preferred Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii), (iv), (v) and (vi) of the preceding sentence, each outstanding Patriot Option or FLC Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and unvested CEC the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. Patriot and FLC agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(f). (ii) As soon as practicable after the Effective Date, the Holding Company shall deliver to each participant in each FLC Stock Option granted under Plan and the Patriot Stock Option Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such FLC Stock Option Plan or Patriot Stock Option Plan shall continue in effect on the same terms and conditions, including without limitation the duration thereof, subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by Section 1.02(f)(i) hereof after giving effect to the Consolidation. Within 30 days after the Effective Date, the Holding Company shall file a registration statement on Form S-3 or Form S-8, as the case may be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries successor or for Good Reason (as defined hereinother appropriate forms), in either case within six (6) months following with respect to the Effective Timeshares of Holding Company Common Stock subject to such options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding.

Stock Options. Immediately prior to (a) As of the Effective TimeDistribution, each outstanding and unexercised nonqualified option to purchase shares of CAC TSC Common Stock held by a Transferred Employee or a director of eLoyalty (each, who is not also a “CAC Stock Option”director of TSC) will, at the Effective Time, cease to represent an shall be converted into a substitute option to purchase CAC shares of eLoyalty Common Stock Stock. The exercise price of each substitute option, and will be converted automatically into an option to purchase a the number of shares of CEC eLoyalty Common Stock (eachsubject thereto, a “Converted Stock Option”) shall be equal to the product (rounded down exercise price of the existing TSC option and the number of shares subject thereto, adjusted to reflect the nearest whole share) Distribution based on a comparison of (i) the number trading price of shares of CAC TSC Common Stock subject prior to such CAC Stock Option the Distribution (the "Combined Value") and (ii) the Exchange Ratiotrading price of eLoyalty Common Stock after the Distribution (the "eLoyalty Value"). (b) As of the Distribution, at each outstanding nonqualified option to purchase shares of TSC Common Stock that was granted on or before June 21, 1999 to a person other than a person described in Section 9.8(a) shall be converted into an adjusted option to purchase TSC Common Stock and a substitute option to purchase shares of eLoyalty Common Stock. Such options shall be converted in a manner that preserves the aggregate exercise price per share (rounded up to the nearest whole cent) equal to (x) of each option, and allocates the exercise price between the TSC option and the eLoyalty option based on a comparison of such CAC Stock Option divided by (yi) the Exchange RatioeLoyalty Value and (ii) the trading price of TSC Common Stock after the Distribution (the "TSC Value"). (c) Each nonqualified option to purchase TSC Common Stock granted after June 21, 1999 to a person other than a person described in Section 9.8(a) and each unvested CAC option to purchase eLoyalty Common Stock Option (other than an option granted pursuant in substitution of an outstanding option to purchase TSC Common Stock) shall continue solely as an option to purchase TSC Common Stock or eLoyalty Common Stock, as the case may be. Each such option to purchase TSC Common Stock shall be adjusted to reflect the Distribution, based on a comparison of (i) the Combined Value and (ii) the TSC Value. Each such option to purchase eLoyalty Common Stock shall not be adjusted. (d) Each option to purchase TSC Common Stock that is an incentive stock option, within the meaning of Section 422 of the Code, shall be converted into an incentive stock option to purchase the stock of the corporation with which the optionee is employed immediately after the Distribution. Such options converted into substitute options to purchase eLoyalty Common Stock shall be adjusted in the manner described in Section 9.8(a) and such options converted into adjusted options to purchase TSC Common Stock shall be adjusted in the manner described in Section 9.8(c). (e) TSC and eLoyalty agree to assist each other as appropriate with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended ongoing administration of the outstanding options issued to provide that it shall become vested and exercisable (at target performance levelsemployees of the other Party, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) or issued by the Surviving Entity or any of other Party to its Subsidiaries or for Good Reason (as defined herein)employees, in either case within six (6) months following under the Effective Time. Prior to TSC stock incentive plans and the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amendedeLoyalty stock incentive plans, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately (i) At the Effective Date, each Graystone Stock Option which is outstanding and unexercised immediately prior to the Effective TimeDate, each outstanding whether or not then vested and unexercised option to purchase shares of CAC Common Stock (eachexercisable, a “CAC Stock Option”) will, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of Graystone Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC Tower Common Stock (eachStock, a “Converted and Tower shall assume each Graystone Stock Option”) equal to , in accordance with the product (rounded down to terms of the nearest whole share) of applicable Graystone Stock-Based Plan or other agreement by which it is evidenced, except that from and after the Effective Date, (i) Tower and a disinterested committee of the Tower board of directors shall be substituted for Graystone and the committee of the Graystone board of directors (including, if applicable, the entire Graystone board of directors) administering such Graystone Stock Plan, (ii) each Graystone Stock Option assumed by Tower may be exercised solely for shares of Tower Common Stock, (iii) the number of shares of CAC Tower Common Stock subject to such CAC Graystone Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of Graystone Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Graystone Stock Option immediately prior to the Effective Time. Immediately prior Date multiplied by the Exchange Ratio, provided that any fractional shares of Tower Common Stock resulting from such multiplication shall be rounded down to the Effective Timenearest share, and (iv) the per share exercise price under each such Graystone Stock Option shall be adjusted by dividing the per share exercise price under each such Graystone Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each outstanding and unvested CEC Graystone Stock Option granted under which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the IRC, and the regulations and guidance promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the IRC. Tower and Graystone agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(g), including in the case of Tower taking all corporate action necessary to reserve for issuance a sufficient number of shares of Tower Common Stock for delivery upon exercise of the options to issue shares of Tower Common Stock issued in accordance herewith. (ii) As soon as practicable after the Effective Date, Tower shall use its reasonable efforts to file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shares of Tower Common Stock subject to the options referred to in paragraph (i) of this Section 1.02(g) and shall be amended use its reasonable efforts to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon maintain the optionee’s termination current status of employment without “cause” (the prospectus or prospectuses contained therein for so long as defined such options remain outstanding in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any case of its Subsidiaries or for Good Reason (as defined herein)a Form S-8 or, in either the case within six of a Form S-3, until the shares subject to such options may be sold without a further holding period under Rule 144 under the Securities Act. (6iii) months following As soon as practicable after the Effective TimeDate, Tower shall deliver to the holders of Graystone Stock Options at the Effective Date appropriate notices setting forth the effect of the adjustments described in Section 1.02(g) and advising of the registration of the shares of Tower Common Stock issuable upon exercise thereof after consummation of the Merger. (iv) With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Tower shall administer the Graystone Stock-Based Plans in a manner consistent with the exemptions provided by Rule 16b-3 promulgated under the Exchange Act.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of HFS (or, if appropriate, any committee administering the HFS Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding HFS Employee Stock Options granted under HFS Stock Plans, each outstanding and unexercised option whether vested or unvested, as necessary to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willprovide that, at the Effective Time, cease each HFS Employee Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such HFS Employee Stock Option, including vesting as such may be accelerated at the CAC Effective Time pursuant to the terms of such HFS Employee Stock Plan for each CAC Options in effect as of the date hereof (which include cashless exercise), the same number of shares of CUC Common Stock as the holder of such HFS Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such HFS Employee Stock Option in full immediately prior to the Effective Time. Immediately prior , with any fractional shares of CUC Common Stock resulting from such calculation being rounded to the nearest whole share, at a price per share of CUC Common Stock equal to (A) the aggregate exercise price for the shares of HFS Common Stock otherwise purchasable pursuant to such HFS Employee Stock Option divided by (B) the aggregate number of shares of CUC Common Stock deemed purchasable pursuant to such HFS Employee Stock Option, rounding the exercise price thus determined down to the nearest whole cent (each, as so adjusted, an "Adjusted Option"); and (ii) take such other actions relating to the HFS Stock Plans as HFS and CUC may agree are appropriate to give effect to the Merger, including as provided in Section 5.7. (b) As soon as practicable after the Effective Time, each outstanding and unvested CEC Stock Option granted under CUC shall deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan holders of HFS Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the respective HFS Stock Plans and the agreements evidencing the grants of such HFS Employee Stock Options and that such HFS Employee Stock Options and agreements shall be amended assumed by CUC and shall continue in effect on the same terms and conditions (subject to provide that it shall become vested the adjustments required by this Section 5.6 after giving effect to the Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to CUC, together with the consideration therefor and exercisable (at target performance levelsthe federal withholding tax information, if applicableany, required in accordance with the related HFS Stock Plan. (d) upon Except as otherwise contemplated by this Section 5.6 and except to the optionee’s termination extent required under the respective terms of employment without “cause” (the HFS Employee Stock Options in effect as defined in of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by date hereof, all restrictions or limitations on transfer and vesting with respect to HFS Employee Stock Options awarded under the Surviving Entity HFS Stock Plans or any other plan, program or arrangement of HFS or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by CUC as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately prior to 7.9.1. At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common BCS Stock (each, a “CAC "BCS Stock Option”") will, at and all obligations of BCS under the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC BCS Stock Option Plans. Each and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC every BCS Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelssubject to, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under set forth in the CAC BCS Stock Plan for each CAC Option Plans and in the other documents governing such BCS Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such BCS Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of BCS Stock that were purchasable under such BCS Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BCS Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended quotient determined by dividing (A) the exercise price per share of BCS Stock at which such BCS Stock Option was exercisable immediately prior to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeTime of the Merger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BCS Stock Option a document evidencing the assumption of such BCS Stock Option by GBB pursuant to this Section 7.9. 7.9.2. GBB shall comply with the terms of the BCS Stock Option Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that BCS Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. 7.9.3. At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.9.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding the Acquiror will assume the Company's 1995 Stock Option Plan (the "Option Plan") and unexercised option to purchase shares all of CAC Common Stock (each, a “CAC Stock Option”) willthe Company's obligations thereunder and may, at its election, provide for the merger of the Company's option plans into those of the Acquiror. At the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted outstanding option issued pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanOption Plan shall become an option to acquire, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such option (including, without limitation, the CAC time periods allowed for exercise), a number of shares of Acquiror Common Stock Plan for each CAC Stock Option immediately prior equal to the Effective Timeproduct of the Exchange Ratio and the number of shares of Company Common Stock subject to such option (provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded up to the nearest share), at a price per share (rounded down to the nearest cent) equal to the exercise price per share of the shares of Company Common Stock subject to such option divided by the Exchange Ratio on the same terms and conditions as were applicable under such option (including without limitation, the time periods allowed for exercise). Immediately prior to the Effective Time, each outstanding the Company may issue remaining unissued options under the Option Plan, to result in a total of 62,500 granted options, and unvested CEC Stock may also amend the Option Plan or adopt a further option plan to permit issuance of up to an additional 1, 350 option grants. The Company shall also amend the Option Plan to (i) modify the Option Plan by eliminating any existing provisions providing for an adjustment in option shares in the event of payment of a cash dividend (in connection with which amendment the Company shall utilize its best efforts to have option grantees enter into replacement option agreements which eliminate any claim or right to such adjustment), (ii) eliminate any right of option grantees to put granted options to the Company, and (iii) include such further amendments an may be reasonably requested by Acquiror. Notwithstanding the foregoing, with respect to options that are incentive stock options, the excess of the aggregate fair market value of the shares subject to the option immediately after the substitution over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before the substitution over the aggregate option price of such shares. The duration and other terms of the option shall remain the same, except that all references to the Company shall refer to the Acquiror. All options granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Option Plans shall be amended to provide that it shall become fully vested and exercisable (at target performance levels, if applicable) upon as of the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following day preceding the Effective Time. The Acquiror agrees to take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of options under the Option Plans assumed by the Acquiror in accordance with this Agreement. (b) Acquiror shall, maintain an effective registration statement on an appropriate form under the Securities Act with respect to the shares of Acquiror Common Stock subject to options to acquire Acquiror Common Stock issued pursuant to Section 5.6 hereof, and shall comply with applicable state securities or Blue Sky Laws, for so long as such options remain outstanding. (c) The provisions of this 5.6 are intended to be for the benefit of, and shall be enforceable by, each optionee and his or her heirs and representatives, it being expressly agreed

Stock Options. Immediately prior to (a) At the Company Merger Effective TimeDate, each outstanding and unexercised option granted by SWB (a "SWB Option") to purchase shares of CAC SWB Common Stock (eachwhich is outstanding and unexercised immediately prior thereto shall, a “CAC Stock Option”except as otherwise provided in this Section 2.06(c) willhereof, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a shares of Alliance Bancorp Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the SWB's Stock Option Plan for Outside Directors and the Incentive Stock Option Plan (collectively, the "SWB Option Plans")): (1) The number of shares of CEC Alliance Bancorp Common Stock (each, a “Converted Stock Option”) to be subject to the new option shall be equal to the product (of the number of shares of SWB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional share of Alliance Bancorp Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2) The exercise price per share of Alliance Bancorp Common Stock under the new option shall be equal to the exercise price per share of SWB Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same as the original option, except that all references to the SWB shall be deemed to be references to Alliance Bancorp. (ib) Prior to the Company Merger Effective Date, Alliance Bancorp shall reserve for issuance, the number of shares of CAC Alliance Bancorp Common Stock necessary to satisfy Alliance Bancorp's obligations under this Section 2.06. Within thirty days after the Company Merger Effective Date, Alliance Bancorp shall file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Alliance Bancorp Common Stock subject to such CAC options to acquire Alliance Bancorp Common Stock Option and (iiissued pursuant to Section 2.06(a) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratiohereof, and each unvested CAC Stock Option granted pursuant shall use its reasonable best efforts to maintain the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon current status of the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amendedprospectus contained therein, as applicablewell as comply with applicable state securities or "blue sky" laws, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions so long as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately (a) At the Effective Time, all options granted by Pamrapo (“Pamrapo Options”) to purchase shares of Pamrapo Common Stock which are outstanding and unexercised immediately prior thereto shall be converted, in their entirety, automatically into options to purchase shares of BCB Common Stock (the “Continuing Options”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of Pamrapo Bancorp, Inc.’s 2003 Stock Based Incentive Plan (the “Pamrapo Stock Plan”): (1) The number of shares of BCB Common Stock to be subject to the Continuing Options shall be equal to the product of the number of shares of Pamrapo Common Stock subject to the Pamrapo Options and the Exchange Ratio, provided that any fractional shares of BCB Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (2) The exercise price per share of BCB Common Stock under the Continuing Options shall be equal to the exercise price per share of Pamrapo Common Stock under the Pamrapo Options divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options which are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the Continuing Options shall be the same as the Pamrapo Options, except that all references to Pamrapo shall be deemed to be references to BCB. (b) At all times after the Effective Time, BCB shall reserve for issuance such number of shares of BCB Common Stock as necessary so as to permit the exercise of Continuing Options in the manner contemplated by this Agreement and in the instruments pursuant to which such options were granted. Shares of BCB Common Stock issuable upon exercise of Continuing Options shall be covered by an effective registration statement on Form S-8, and BCB shall file a registration statement on Form S-8 covering such shares as soon as practicable after the Effective Time, but in no event later than 30 days after the Effective Time. (c) Continuing Options may be exercised in accordance with the terms of the Pamrapo Options in effect immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option applicable law and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeregulation.

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common Coast Stock (each, a “CAC "Coast Stock Option”") will, at and all obligations of Coast under the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Coast Stock Option Plan. Each and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC every Coast Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelssubject to, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under set forth in the CAC Coast Stock Option Plan for each CAC and in the other documents governing such Coast Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such Coast Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of Coast Stock that were purchasable under such Coast Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding with such product rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such Coast Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan quotient determined by dividing (A) the exercise price per share of Coast Stock at which such Coast Stock Option was exercisable immediately prior to the Effective Time of the Merger by (B) the Conversion Ratio. As soon as reasonably practicable after the Effective Time of the Merger, GBB shall be amended issue to provide each holder of an outstanding Coast Stock Option a document evidencing the assumption of such Coast Stock Option by GBB pursuant to this Section 7.9. (b) GBB shall use its commercially reasonable efforts to comply with the terms of the Coast Stock Option Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that Coast Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it shall become vested and exercisable (at target performance levelsin accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if applicablenecessary, file a registration statement on Form S-8 (or any successor or other appropriate form) upon with respect to the optionee’s termination shares of employment without “cause” GBB Stock (as defined increased in accordance with this Agreement) subject to such options and shall use all reasonable efforts to maintain the Caesars Entertainment Corporation 2012 Performance Incentive Planeffectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) by the Surviving Entity or any of its Subsidiaries or for Good Reason (so long as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) Active Employees and Former Employees of Automotive Group, (ii) employees of Packaging Corporation of America and (iii) employees of the folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the requirements of applicable law and generally accepted accounting principles, the number, exercise price and other terms of such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options to purchase Tenneco Common Stock held by persons described in clause (ii) or (iii) above, not exercised prior to the Effective TimeDistribution Date shall be canceled effective as of the Distribution Date. Options held by Active Employees and Former Employees of Automotive Group (or persons who have succeeded to the rights of such persons) shall, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive Group employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately prior All options which may be exercised for issuance of Company Common Stock (whether or not vested) (each, a “Company Stock Option” and collectively the “Company Stock Options”) are described in the Company Disclosure Schedule and are issued and outstanding pursuant to the Company’s Amended and Restated 1997 Stock Option Plan, 1999 Stock Option Plan and 2003 Stock Option Plan (each, a “Company Stock Option Plan” and collectively, the “Company Stock Option Plans”) and the agreements pursuant to which such Company Stock Options were granted (each, an “Option Grant Agreement”). True and complete copies of the Company Stock Option Plans and all Option Grant Agreements relating to outstanding Company Stock Options have been delivered to Parent. At the Effective Time, each Company Stock Option that (i) is outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent and (ii) would otherwise survive the Effective Time in the absence of the transactions contemplated by this Agreement (“Old Stock Options”), shall be assumed by Parent through the grant of an option to purchase CAC acquire shares of Parent Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common on the terms set forth below (each Old Stock (eachOption, as assumed, a “Converted Parent Stock Option”) equal ). All Old Stock Options shall automatically be converted as of the Effective Time, into Parent New Options which shall be identical to the product (rounded down to the nearest whole share) of Old Stock Options in all material respects, except that (i) upon exercise of the Parent Options, the optionholder will receive Parent Common Stock rather than Company Common Stock, (ii) the number of shares of CAC Parent Common Stock subject to such CAC covered by each Parent Option shall equal the number of shares of Company Common Stock covered by the corresponding Old Stock Option and (ii) multiplied by the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (xiii) the exercise price of such CAC each Parent Option shall equal the exercise price applicable to the corresponding Old Stock Option divided by the Exchange Ratio and (yiv) the Exchange Ratiocommittee that administers the plan by which such Parent Options are governed shall be a committee established by the Board of Directors of Parent. In all other material respects, and each unvested CAC the Parent Options shall be governed by the terms of the Company Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested at and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following after the Effective Time. Promptly after the Effective Time, Parent shall use its reasonable best efforts to register the shares issuable upon exercise of the Parent Options under the Securities Act of 1933, and to keep such registration in effect until such time as all New Stock Options have been exercised. In connection with the foregoing, (i) the foregoing is intended to effect an assumption of the Old Stock Options by Parent under Section 424(a) of the Code and (ii) neither a Parent Stock Option nor the assumption of Old Stock Option shall give the holder of an Old Stock Option additional benefits which he did not have under such an Old Stock Option within the meaning of Section 424(a)(1) of the Code. Subject to issuance of the Parent Stock Options and the foregoing, the Company Stock Option Plans and all options or other rights to acquire Company Common Stock issued thereunder shall terminate at the Effective Time. Parent shall not issue or pay for any fractional shares otherwise issuable upon exercise of a Parent Stock Option. Prior to the Effective TimeTime (to the extent required as determined by Parent or the Company under applicable law, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC terms of the Company Stock Option to be convertedPlans or otherwise), assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment Parent shall receive agreements from each holder of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted an Old Stock Option will continue that does not elect to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC exercise such Old Stock Option immediately prior to the Effective Time. Immediately prior Time and have the Company Common Stock acquired as a result of such exercise converted into Parent Common Stock pursuant to the Effective TimeSection 2.1 of this Agreement, pursuant to which each outstanding and unvested CEC such holder agrees to accept a Parent Stock Option granted under to in substitution for the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelsOld Stock Option, if applicable) upon the optionee’s termination as of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately prior to the Effective TimeFor purposes of this Agreement, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock "CBI Option”) will, at the Effective Time, cease to represent " means an option to purchase CAC Common Stock CBI common shares pursuant to a CBI LTIP and will be converted automatically into "Convergys Option" means an option to purchase Convergys common shares pursuant to the Convergys LTIP. At the time of the Distribution, each holder of a CBI Option shall receive a Convergys Option to purchase a number of Convergys common shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down number of CBI common shares subject to the nearest whole shareCBI Option. Each Convergys Option shall have the same terms and conditions (including vesting) as the CBI Option with respect to which it is granted, except that termination of employment shall mean (i) in the case of a CBI employee or director, termination of employment with CBI and (ii) in the case of a Convergys employee or director, termination of employment with Convergys. Each CBI Option shall be amended to provide that, in the case of a Convergys employee or director, termination of employment shall mean termination of employment with Convergys. The exercise price per share of each CBI Option (the "CBI Exercise Price") shall be reduced, and the exercise price per share of the associated Convergys Option (the "Convergys Exercise Price") shall be set so that (i) the number sum of shares of CAC Common Stock subject the CBI Exercise Price (after the reduction provided herein) and the Convergys Exercise Price is equal to such CAC Stock Option the CBI Exercise Price (before the reduction provided herein) and (ii) the Exchange Ratio, at an exercise price per share ratio of the CBI Exercise Price (rounded up after the reduction provided herein) to the nearest whole cent) Convergys Exercise Price is equal to the ratio of the average of the daily high and low per-share prices of CBI common shares on the New York Stock Exchange (x"NYSE") during each of the exercise price of such CAC Stock Option divided by (y) five trading days starting on the Exchange Ratio, and each unvested CAC Stock Option granted pursuant ex-dividend date for the Distribution to the Caesars Acquisition Company 2014 Performance Incentive Plan average of the daily high and low per-share prices of Convergys common shares on the NYSE during each of the five trading days starting on the ex-dividend date for the Distribution. Notwithstanding the foregoing, in the event that the number of Convergys common shares to be distributed to each CBI shareholder at the time of the Distribution with respect to each CBI common share owned by the shareholder on the record date for the Distribution is greater or less than one, the number of Convergys common shares represented by each Convergys Option and the Convergys Exercise Price shall be amended adjusted to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timereflect such difference.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding Heritage Option and unexercised option to purchase shares of CAC Common Stock (eacheach BCB Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of Heritage Common Stock or BCB Common Stock, as the case may be, and will shall be converted automatically into an option to purchase a number of shares of CEC Holding Company Common Stock, and the Holding Company shall assume each Heritage Option and BCB Option, in accordance with the terms of the applicable Heritage Stock (eachOption Plan or BCB Stock Option Plan, a “Converted Stock Option”) equal to as the product (rounded down to case may be, and the nearest whole share) of stock option agreement by which it is evidenced, except that from and after the Effective Date, (i) the Holding Company and its Board of Directors or a duly authorized committee thereof shall be substituted for Heritage, BCB or their respective Boards of Directors or duly authorized committee thereof administering such Heritage Stock Option Plan or BCB Stock Option Plan, as the case may be, (ii) each Heritage Option and BCB Option assumed by the Holding Company may be exercised solely for shares of the Holding Company Common Stock, (iii) the number of shares of CAC Holding Company Common Stock subject to each BCB Option shall be equal to the number of shares of BCB Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock BCB Option immediately prior to the Effective Time. Immediately Date multiplied by the BCB Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price under each such BCB Option shall be adjusted by dividing the per share exercise price under each such BCB Option by the BCB Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent, (v) the number of shares of Holding Company Common Stock subject to each Heritage Option shall be equal to the number of shares of Heritage Common Stock subject to such Heritage Option immediately prior to the Effective TimeDate multiplied by the Heritage Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (vi) the per share exercise price under each such Heritage Option shall be adjusted by dividing the per share exercise price under each such Heritage Option by the Heritage Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii), (iv), (v) and (vi) of the preceding sentence, each outstanding BCB Option or Heritage Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and unvested CEC the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. BCB and Heritage agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(f). (ii) As soon as practicable after the Effective Date, the Holding Company shall deliver to each participant in each Heritage Stock Option granted under Plan and each BCB Stock Option Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such Heritage Stock Option Plan or BCB Stock Option Plan shall continue in effect on the same terms and conditions, including without limitation the duration thereof, subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by Section 1.02(f)(i) hereof after giving effect to the Consolidation. Within 30 days after the Effective Date, the Holding Company shall file a registration statement on Form S-3 or Form S-8, as the case may be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries successor or for Good Reason (as defined hereinother appropriate forms), in either case within six (6) months following with respect to the Effective Timeshares of Holding Company Common Stock subject to such options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of Decor (or, if appropriate, any committee administering the Decor Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding Decor Employee Stock Options granted under Decor Stock Plans, each outstanding and unexercised option whether vested or unvested, as necessary to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willprovide that, at the Effective Time, cease each Decor Employee Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such Decor Employee Stock Option, including vesting as such may be accelerated at the CAC Effective Time pursuant to the terms of such Decor Employee Stock Plan for each CAC Options in effect as of the date hereof (which include cashless exercise), the same number of shares of Interiors Class A Common Stock as the holder of such Decor Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Decor Employee Stock Option in full immediately prior to the Effective Time. Immediately prior , with any fractional shares of Interiors Class A Common Stock resulting from such calculation being rounded to the nearest whole share, at a price per share of Interiors Class A Common Stock equal to (A) the aggregate exercise price for the shares of Decor Common Stock otherwise purchasable pursuant to such Decor Employee Stock Option divided by (B) the aggregate number of shares of Interiors Class A Common Stock deemed purchasable pursuant to such Decor Employee Stock Option, rounding the exercise price thus determined down to the nearest whole cent (each, as so adjusted, an "Adjusted Option"); and (ii) take such other actions relating to the Decor Stock Plans as Decor and Interiors may agree are appropriate to give effect to the Merger, including as provided in Section 5.7. (b) As soon as practicable after the Effective Time, each outstanding and unvested CEC Stock Option granted under Interiors shall deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan holders of Decor Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Decor Stock Plans and the agreements evidencing the grants of such Decor Employee Stock Options and that such Decor Employee Stock Options and agreements shall be amended assumed by Interiors and shall continue in effect on the same terms and conditions (subject to provide that it shall become vested the adjustments required by this Section 5.6 after giving effect to the Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Interiors, together with the consideration therefor and exercisable (at target performance levelsthe federal withholding tax information, if applicableany, required in accordance with the related Decor Stock Plan. (d) upon Except as otherwise contemplated by this Section 5.6 and except to the optionee’s termination extent required under the respective terms of employment without “cause” (the Decor Employee Stock Options in effect as defined in of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by date hereof, all restrictions or limitations on transfer and vesting with respect to Decor Employee Stock Options awarded under the Surviving Entity Decor Stock Plans or any other plan, program or arrangement of Decor or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason (limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Interiors as defined herein), in either case within six (6) months following the Effective Timeset forth above.

Stock Options. Immediately (a) Each OS Option whether or not exercisable that is outstanding and held by an OS Group Employee, Former OS Group Employee, OS Director, Civeo Director or Former Civeo Group Employee (an “OS Employee Option”) as of immediately prior to the Effective Time shall, upon the Effective Time, be adjusted such that (i) the number of shares of OS Common Stock subject to such OS Employee Option is the Adjusted OS Share Number (following such adjustment, the OS Employee Option shall be an “Adjusted OS Option”) and (ii) the per share exercise price of such Adjusted OS Option is the OS Adjusted Exercise Price. Other than as described in the preceding sentence, following the Effective Time, the Adjusted OS Option shall remain subject to the same terms and conditions as applicable to the OS Employee Option prior to the Effective Time, each . (b) Each OS Option whether or not exercisable that is outstanding and unexercised option to purchase shares of CAC Common Stock held by a Civeo Group Employee (each, a “CAC Stock Civeo Employe Option”) willas of immediately prior to the Effective Time shall, at upon the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Civeo Common Stock granted under the Civeo New Equity Plan equal to the Civeo Share Number (each, a “Converted Stock Civeo Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at with an exercise price per share (rounded up of Civeo Common Stock equal to the nearest whole cent) equal to (x) Civeo Adjusted Exercise Price. Each Civeo Option described in the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan preceding sentence shall be amended subject to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions after the Effective Time as were the terms and conditions applicable under to the CAC Stock Plan for each CAC Stock corresponding Civeo Employee Option immediately prior to the Effective Time. Immediately prior to Time (including vesting); provided, however, that from and after the Effective Time, Time the vesting and exercisability of each outstanding and unvested CEC Stock Civeo Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended determined based upon continued service with the Civeo Group rather than the OS Group. (c) The adjustments described in this Section 4.3 with respect to provide OS Options shall be effected in a manner that it shall become vested and exercisable (at target performance levelsis consistent with Section 409A of the Code and, if applicable) upon the optionee’s termination of employment without with respect to any OS Options “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein)incentive stock options”, in either case within six (6a manner consistent with Section 424(a) months following of the Effective TimeCode.

Stock Options. Immediately Subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired and notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 6, all stock options granted to the Executive by the Company which have not otherwise vested shall vest immediately upon a Termination that occurs upon the date of the Change in Control or thereafter on or before the second anniversary of the Change in Control and such vested stock options shall remain exercisable for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement), but not later than the expiration of the stated option term; provided, however, such stock options shall vest immediately upon the consummation of a Change in Control if the successor entity has not either assumed (expressly or impliedly) the Company’s obligations under the applicable option award or plan document or issued to the Executive a substitute stock option award of equivalent value on no less favorable terms for vesting or payment as provided under the stock option award so replaced; provided further that, subject to Section 6(d), within five (5) days after all periods for revocation have expired in the Release provided for in Section 16, the Company may, at its election, pay to the Executive in cash an amount equal to the aggregate of the difference between the exercise price of each stock option granted to the Executive prior to the Effective Time, each consummation of the Change in Control that remains outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Timetime of Termination, cease to represent an option to purchase CAC Common and the fair market value (computed as the average of the high and low trades reported on the New York Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole shareExchange) of (i) the number of shares of CAC Common Stock subject to the option, determined as of the Termination Date. Such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to exercise such CAC Stock Option and (ii) stock option or a related stock appreciation right under the Exchange Ratio, at an exercise price per share (rounded up to terms of the nearest whole cent) equal to (x) the exercise price of relevant stock option plan describing such CAC Stock Option divided by (y) the Exchange Ratiorights, and each unvested CAC Stock Option granted pursuant the Executive agrees to surrender all stock options and related stock appreciation rights being cashed out hereunder prior to receiving the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timecash payment described above. Prior to the Effective TimeFor purposes hereunder, the CAC Board shall adopt appropriate resolutions and take term “stock option” should be read to include all other actions necessary to cause each CAC Stock Option to be convertedsimilar equity instruments, assumed and amendedincluding, as applicablebut not limited to, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timestock appreciation rights.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised (a) You will be granted a stock option to purchase 858,273 shares Company's common stock which represents, taking into account all existing stock options held by you, 5% of CAC the Company's outstanding equity on a fully-diluted basis as of the date of grant. The stock option shall vest as follows: (1) 551,042 shares will vest in forty-eight (48) consecutive monthly installments, with retroactive vesting credit to March 15, 2020 and (2) 307,231 shares will commence vesting if, and only if, the outstanding Preferred Stock Purchase Warrants issued by the Company pursuant to the Series A Preferred Stock Purchase Agreement dated as of June 2, 2020 are exercised for at least 50% of the aggregate shares underlying such Warrants (determined on a cumulative basis based on all exercises), and in that event such shares will vest in forty-eight (48) consecutive monthly installments, with retroactive vesting credit to the vesting commencement date in item (1). The exercise price will be the fair market value of a share of Common Stock (eachon the date of grant and all terms of the option grant shall be subject to the Equity Incentive Plan. For purposes of this Agreement, a “CAC Stock Option”) will, at "fully-diluted equity" means the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a total number of shares of CEC outstanding Company Common Stock (eachand Company Preferred Stock, a “Converted with the Preferred Stock Option”) equal calculated on an as-converted to Common Stock basis, including for this purpose the product (rounded down to the nearest whole share) of (i) the maximum number of shares issuable under the Equity Incentive Plan (inclusive of CAC Common Stock granted options and unallocated shares reserved for issuance thereunder) and shares issuable upon exercise of outstanding stock purchase warrants. (b) The stock option will accelerate in full upon a Change of Control. Except as provided herein, the stock option will be subject to such CAC Stock Option the terms of the Equity Incentive Plan and (ii) a stock option agreement to be executed by you as a condition to the Exchange Ratiogrant. The stock option agreement will provide that, except in the case of accelerated vesting, as described herein, vesting is conditioned upon your continued employment with the Company at each applicable vesting date. You may also be eligible to be considered for additional stock option grants, at an the Board's discretion. It is agreed that Section 5(f)(ii) of the Equity Incentive Plan (concerning the treatment of your option shares in the event of a termination for Cause) shall not apply to your vested option shares, whether exercised or not, and that such shares shall not terminate, be forfeited or be subject to repurchase by the Company for their exercise price per share (rounded up pursuant to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange RatioSection 5(f)(ii), and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan those vested option shares shall instead be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (treated as defined provided in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSection 5(f)(i), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

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

Stock Options. Immediately (a) Not later than immediately prior to the Effective Time, the Company shall cause each Company Stock Option that is outstanding and exercisable immediately prior to the Effective Time (a “Company Vested Stock Option”) held by any Company director, officer or employee to be exercised in its entirety in accordance with the terms of such Company Stock Option and the Company Common Shares purchased pursuant to such Company Vested Stock Option to be issued to the holder thereof. The Company shall use its commercially reasonable best efforts so that no later than immediately prior to the Effective Time, each Company Vested Stock Option held by Persons who are not directors, officers or employees of the Company shall be so exercised and the Company Common Shares purchased pursuant thereto shall be issued to the holder thereof. (b) Not later than the Effective Time, each Company Stock Option that is outstanding and unexercised option not exercisable immediately prior to purchase shares of CAC Common Stock the Effective Time (each, a “CAC Company Unvested Stock Option”) will, at the Effective Time, cease to shall become and represent an unexercisable option (the “Substitute Option”) to purchase CAC Common Stock and will be converted automatically into an option to purchase a the number of shares of CEC common stock of Parent (“Parent Common Stock (each, a “Converted Stock OptionShares”) equal to the product (rounded down decreased to the nearest whole full share) of determined by multiplying (i) the number of shares of CAC Company Common Stock Shares subject to such CAC the Company Unvested Stock Option and immediately prior to the Effective Time by (ii) the Exchange RatioConversion Ratio (as hereinafter defined), at an exercise price per share Parent Common Share (rounded up to the nearest whole tenth of a cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition per Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Common Share immediately prior to the Effective Time, Time divided by the CAC Board Conversion Ratio. Parent shall adopt appropriate resolutions and take all other actions necessary pay cash to cause each CAC holders of Company Unvested Stock Option to be converted, assumed and amended, as applicable, Options in accordance with lieu of issuing fractional shares of Parent Common Shares upon the foregoingexercise of Substitute Options for shares of Parent Common Shares. Following After the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Planas provided above in this Section 5.4, each Converted Stock Substitute Option will continue to shall be governed by exercisable upon the same terms and conditions as were applicable under the CAC Stock Plan for each CAC related Company Unvested Stock Option immediately prior to or at the Effective Time. It is intended that (x) each Substitute Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent the related Company Unvested Stock Option qualified as an incentive stock option immediately prior to the Effective Time, and (y) the conversion of the Company Unvested Stock Options into Substitute Options shall not be treated as a modification, grant of a new option, or a change in the form of payment for purposes of Section 409A of the Code, and, in each case, the provisions of this Section 5.4(b) shall be applied consistently with such intention; provided, that none of Parent, Sub, the Company or any of their respective agents, Affiliates or employees shall be deemed to have made any representation or warranty or shall have any responsibility or liability with respect to the Tax consequences of the conversion of the Company Stock Options hereunder. Immediately The Company shall take all necessary action to implement the provisions of this Section 5.4. As soon as reasonably practicable, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to Parent Common Shares subject to such Substitute Options, or shall cause such Substitute Options to be deemed to be issued pursuant to a Parent stock plan for which shares of Parent Common Shares have been previously registered pursuant to an appropriate registration form. (c) For purposes of this Section 5.4, the “Conversion Ratio” shall be a ratio, the numerator of which is the Common Per Share Consideration, and the denominator of which is the closing price of a Parent Common Share on The Nasdaq Stock Market LLC for the five (5) consecutive trading days immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately Each Pentair Option that is outstanding immediately prior to the Effective TimeTime shall be converted as of the Effective Time into either or both an Adjusted Pentair Option and an nVent Option as described below: (A) Stock Options Granted on or After May 9, 2017 and Certain Non-U.S. Jurisdiction Stock Options. Except as set forth on Schedule 4.01, each outstanding and unexercised option Pentair Option granted on or after May 9, 2017 or granted at any time to purchase shares of CAC Common Stock an award holder who resides in Australia or China shall be adjusted as follows: (each1) If the Pentair Option is held by a Pentair Group Employee, a “CAC Stock Former Pentair Group Employee, a Pentair Director or a Former Pentair Director then such option shall be converted as of the Effective Time into an Adjusted Pentair Option”, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) willafter the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, at including in this Section 4.01(c)(A)(1) and Section 4.01(f)); provided, however, that from and after the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a : a) the number of shares of CEC Common Stock (eachPentair Ordinary Shares subject to such Adjusted Pentair Option, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) , shall be equal to the product of (i1) the number of shares of CAC Common Stock Pentair Ordinary Shares subject to such CAC Stock the corresponding Pentair Option and immediately prior to the Effective Time multiplied by (ii2) the Exchange Pentair Ratio, at an ; and b) the per share exercise price per share (of such Adjusted Pentair Option, rounded up to the nearest whole cent) , shall be equal to the quotient of (x1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (2) the Pentair Ratio. (2) If the Pentair Option is held by an nVent Group Employee, a Former nVent Group Employee, or a Transferred Director then such option shall be converted as of the Effective Time into an nVent Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(2) and Section 4.01(f)); provided, however, that from and after the Effective Time: a) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (2) the nVent Ratio; and b) the per share exercise price of such CAC Stock nVent Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (y2) the Exchange nVent Ratio. (B) Stock Options Granted Prior to May 9, 2017 Other Than Certain Non-U.S. Jurisdiction Stock Options. Each such Pentair Option granted prior to May 9, 2017 other than a Pentair Option granted at any time to an award holder who resides in Australia or China, regardless of by whom held, shall be converted as of the Effective Time into both an Adjusted Pentair Option and an nVent Option, and each unvested CAC Stock such Adjusted Pentair Option granted pursuant and nVent Option shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended same terms and conditions (including with respect to provide vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(B) and Section 4.01(f)); provided, however, that it shall become vested from and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following after the Effective Time: (1) the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Value Factor; (2) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Distribution Ratio multiplied by (c) the Value Factor; (3) the per share exercise price of such Adjusted Pentair Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the Pentair Ratio; and (4) the per share exercise price of such nVent Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the nVent Ratio. Prior Notwithstanding anything to the contrary in this Section 4.01(c), the exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to each Adjusted Pentair Option and nVent Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code. In addition, in the case of any Pentair Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the CAC Board shall adopt appropriate resolutions exercise price, the number of Pentair Ordinary Shares and take all other actions necessary nVent Ordinary Shares subject to cause each CAC Stock Option to be convertedsuch option, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan of exercise of such option shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicabledetermined in a manner consistent with the requirements of Section 424(a) upon of the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeCode.

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common BSC Stock (each, a “CAC "BSC Stock Option”") willunder the BSC Stock Option Plan. Subject to Section 7.9(d), at each and every BSC Stock Option so assumed by GBB under this Agreement shall be exchanged for a substitute option under the Effective Time, cease to represent an option to purchase CAC Common GBB Stock and will Option Plan with the following terms: (i) such BSC Stock Option shall be converted automatically into an option to purchase a exercisable for that number of whole shares of CEC Common GBB Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common BSC Stock subject to that were granted under such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC BSC Stock Option immediately prior to the Effective Time. Immediately Time of the Merger multiplied by (B) the Conversion Ratio, with such product rounded down to the nearest whole number of shares of GBB Stock; and (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BSC Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per share of BSC Stock at which such BSC Stock Option was exercisable immediately prior to the Effective TimeTime of the Merger by (B) the Conversion Ratio. After the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BSC Stock Option a document evidencing the substitute option pursuant to this Section 7.9. (b) The terms of the substitute options shall correspond in all material respects to the terms of the BSC Stock Options and, subject to the requirements of law, the BSC Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if necessary, file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of GBB Stock subject to such options and shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) In the event the shareholders of GBB fail to approve an increase in the number of shares reserved for issuance under the GBB Stock Option Plan at the shareholders' meeting to be held in connection with the merger of GBB and Coast Bancorp, each outstanding and unvested CEC BSC Stock Option granted so assumed by GBB under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the BSC Stock Option Plan and in the other documents governing such BSC Stock Option immediately prior to the Caesars Entertainment Corporation 2012 Performance Incentive Effective Time of the Merger, except as set forth in Section 7.9(a)(i) and (ii). In such event, the BSC Stock Option Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon will continue in effect for the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeBSC Stock Options so assumed.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC OrCAD Common Stock (eacheach a "ORCAD STOCK OPTION") under the OrCAD Stock Option Plans, a “CAC whether or not exercisable, will be assumed by Summit. Each OrCAD Stock Option”Option so assumed by Summit under this Agreement will continue to have, and be subject to, the same terms and conditions (including vesting conditions) will, at set forth in the applicable OrCAD Stock Option Plan immediately prior to the Effective TimeTime and the Stock Option by which it is evidenced, cease to represent an option to purchase CAC except that (i) each OrCAD Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Summit Common Stock and will be converted automatically into an option equal to purchase a the product of the maximum number of shares of CEC OrCAD Common Stock (eachthat could be issuable upon exercise of such OrCAD Stock Option if all vesting conditions are satisfied multiplied by the Exchange Ratio, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) share of (i) the number of shares of CAC Summit Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an per share exercise price for the Summit Common Stock issuable upon exercise of such assumed OrCAD Stock Option will be equal to the quotient determined by dividing the exercise price per share (of OrCAD Common Stock at which such OrCAD Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to After the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Summit will issue to cause each CAC holder of an outstanding OrCAD Stock Option to be converted, a notice describing the foregoing assumption of such OrCAD Stock Option by Summit. It is intended that OrCAD Stock Options assumed and amended, as applicable, in accordance with the foregoing. Following by Summit shall qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Code to the extent OrCAD Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions qualified as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately Time and the provisions of this Section 5.11 shall be applied consistent with such intent. (b) Summit will reserve sufficient shares of Summit Common Stock for issuance under Section 5.11 and under Section 1.6(c) hereof. (c) OrCAD shall take such actions as are necessary to shorten the Offering Period (as such term is used in the OrCAD ESPP) then in progress by setting up a new Purchase Date (as such term is used in OrCAD ESPP) to be the last trading day on which the shares of OrCAD Common Stock are quoted on the Nasdaq National Market immediately prior to the Effective TimeTime (the "Final OrCAD Purchase Date"); provided, that, such change in the Purchase Date shall be conditioned upon the consummation of the Merger. On the Final OrCAD Purchase Date, OrCAD shall apply the funds credited as of such date under the OrCAD ESPP within each outstanding and unvested CEC Stock Option granted under participant's payroll withholdings account to the Caesars Entertainment Corporation 2012 Performance Incentive Plan purchase of whole shares of OrCAD Common Stock in accordance with the terms of the OrCAD ESPP. The cost to each participant in the OrCAD ESPP for a share of OrCAD Common Stock shall be amended the lower of 85% of the closing sale price of OrCAD Common Stock on the Nasdaq National Market on (i) the first day of the then current Offering Period or (ii) the Final OrCAD Purchase Date. (d) Employees of OrCAD as of the Effective Time shall be permitted to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon participate in Summit's Employee Stock Purchase Plan commencing on the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months first enrollment date following the Effective Time, subject to compliance with the eligibility provisions of such plan.

Stock Options. Immediately prior to (i) At the Effective Time, each outstanding all unexpired and unexercised option to purchase shares of CAC Target Corporation Common Stock (each, a “CAC "Target Corporation Option") granted under the Target Corporation Stock Option”Option Plan (the "Target Corporation Option Plan") will, at and outstanding immediately prior to the Effective Time, cease to represent Time shall be replaced by an option (a "Parent Corporation Option") issued under the Stock Option Plan to purchase CAC be adopted by Parent Corporation prior to the Closing pursuant to Section 6.1(e), below (the "Parent Corporation Option Plan"), except that (i) such Parent Corporation Option shall be exercisable for that number of whole shares of Parent Corporation Common Stock and will be converted automatically into an option equal to purchase a the product of the number of shares of CEC Target Corporation Common Stock (each, a “Converted Stock Option”) equal that were purchasable under such Target Corporation Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Corporation Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an exercise price per share (rounded up for the shares of Parent Corporation Common Stock issuable upon exercise of each Parent Corporation Option shall be equal to the nearest whole cent) equal to quotient determined by dividing (x) the exercise price per share of such CAC Target Corporation Common Stock under the pertinent Target Corporation Option being exchanged, divided by (y) the Exchange Ratio, . (ii) Parent Corporation and Acquiring Corporation each unvested CAC Stock acknowledges that the holder of each such Parent Corporation Option granted issued as of the Effective Time pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan this Agreement shall be amended fully vested in and immediately may exercise the entire option owned by such holder. (iii) Subject to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinSections 6.1(e), in either case within six (6) months following below, each Parent Corporation Option shall be subject to the Effective Timeterms and conditions of the Parent Corporation Option Plan. Prior The date of grant of each Parent Corporation Option for purposes of such terms and conditions shall be deemed to be the date on which the corresponding Target Corporation Option was granted. At the Effective Time, Acquiring Corporation shall issue to each holder of a Target Corporation Option a stock option agreement under the CAC Board Parent Corporation Option Plan evidencing the respective Parent Corporation Option. It is the purpose and intention of the parties that, subject to applicable law, the exchange of Parent Corporation Options for Target Corporation Options shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amendedmeet the requirements of Section 424(a) of the Internal Revenue Code of 1986, as applicable, amended (the "Code") and that each Parent Corporation Option shall qualify immediately after the Effective Time as an incentive stock option as defined in accordance with Section 422 of the foregoing. Following Code but only to the extent that the related Target Corporation Option so qualified immediately before the Effective Time, and the foregoing provisions of this Section 1.6 shall be interpreted to further such purpose and intention. The right to receive a Parent Corporation Option may not be assigned or transferred except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable provided under the CAC Stock Plan for each CAC Stock Parent Corporation Option immediately prior Plan. Any attempted assignment contrary to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan this Section 1.6(e) shall be amended to provide that it shall become vested null and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timevoid.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding Transwave Option which has not been exercised prior to the Closing, whether vested or unvested, shall be assumed by Finisar and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option (an "Assumed Option") to purchase a acquire, on the same terms and conditions as were applicable under the Transwave Option (except as otherwise provided below), such number of shares of CEC Common Finisar Preferred Stock (each, a “Converted Stock Option”) equal which the holder of such Transwave Option would have been entitled to receive pursuant to the product Merger at the Exchange Ratio (assuming the issuance of all Performance Shares) had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio), at an exercise a price per share (rounded up to the nearest whole cent) equal to (xi) the aggregate exercise price of such CAC the Transwave Common Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted purchasable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock such Transwave Option immediately prior to the Effective Time divided by (ii) the number of full shares of Finisar Preferred Stock purchasable pursuant to the Assumed Option. The vesting schedule of each Assumed Option shall be structured such that each Assumed Option shall be as set forth in the option agreement for each Transwave Option and shall not be accelerated in contemplation of or as a consequence of the Merger. (b) Each Assumed Option shall be evidenced by a written assumption agreement reflecting the terms set forth in Section 6.10(a) and delivered to the former holders of Transwave Options promptly following the Effective Time. Immediately Finisar shall, to the extent required by and subject to the provisions of the Transwave Option Plan, take such actions as may be appropriate under the Code and the regulations thereunder to cause the Assumed Options representing assumed Transwave Options which qualified as incentive stock options immediately prior the Effective Time continue to qualify as incentive stock options after the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan extent permitted under the Code and the regulations thereunder. (c) Finisar shall be amended take all corporate action necessary to provide that it shall become vested and exercisable (at target performance levels, if applicable) reserve for issuance a sufficient number of shares of Finisar Capital Stock for delivery upon exercise of the optionee’s termination of employment without “cause” (Assumed Options. As soon as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following practicable after the Effective Time, Finisar shall file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Finisar Common Stock subject to the Assumed Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses in connection therewith) for so long as any Assumed Options remain outstanding. With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Finisar shall administer the Assumed Options in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (d) In addition to the Transwave Options assumed by Finisar in the Merger, Finisar shall grant to all Transwave employees who remain employed at the Closing new options, under a new employee stock option plan that is substantially similar to Finisar's existing employee stock option plan, to purchase shares of Finisar Preferred Stock in the amounts set forth on Schedule 6.10(d) hereto divided by three.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC OrCAD Common Stock (eacheach a "ORCAD STOCK OPTION") under the OrCAD Stock Option Plans, a “CAC whether or not exercisable, will be assumed by Summit. Each OrCAD Stock Option”Option so assumed by Summit under this Agreement will continue to have, and be subject to, the same terms and conditions (including vesting conditions) will, at set forth in the applicable OrCAD Stock Option Plan immediately prior to the Effective TimeTime and the Stock Option by which it is evidenced, cease to represent an option to purchase CAC except that (i) each OrCAD Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Summit Common Stock and will be converted automatically into an option equal to purchase a the product of the maximum number of shares of CEC OrCAD Common Stock (eachthat could be issuable upon exercise of such OrCAD Stock Option if all vesting conditions are satisfied multiplied by the Exchange Ratio, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) share of (i) the number of shares of CAC Summit Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an per share exercise price for the Summit Common Stock issuable upon exercise of such assumed OrCAD Stock Option will be equal to the quotient determined by dividing the exercise price per share (of OrCAD Common Stock at which such OrCAD Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to After the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Summit will issue to cause each CAC holder of an outstanding OrCAD Stock Option to be converted, a notice describing the foregoing assumption of such OrCAD Stock Option by Summit. It is intended that OrCAD Stock Options assumed and amended, as applicable, in accordance with the foregoing. Following by Summit shall qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Code to the extent OrCAD Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions qualified as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective TimeTime and the provisions of this Section 5.11 shall be applied consistent with such intent. Immediately (b) Summit will reserve sufficient shares of Summit Common Stock for issuance under Section 5.11 and under Section 1.6(c) hereof. (c) OrCAD shall take such actions as are necessary to shorten the Offering Period (as such term is used in the OrCAD ESPP) then in progress by setting up a new Purchase Date (as such term is used in OrCAD ESPP) to be the last trading day on which the shares of OrCAD Common Stock are quoted on the Nasdaq National Market immediately prior to the Effective TimeTime (the "Final OrCAD Purchase Date"); provided, that, such change in the Purchase Date shall be conditioned upon the consummation of the Merger. On the Final OrCAD Purchase Date, OrCAD shall apply the funds credited as of such date under the OrCAD ESPP within each outstanding and unvested CEC Stock Option granted under participant's payroll withholdings account to the Caesars Entertainment Corporation 2012 Performance Incentive Plan purchase of whole shares of OrCAD Common Stock in accordance with the terms of the OrCAD ESPP. The cost to each participant in the OrCAD ESPP for a share of OrCAD Common Stock shall be amended the lower of 85% of the closing sale price of OrCAD Common Stock on the Nasdaq National Market on (i) the first day of the then current Offering Period or (ii) the Final OrCAD Purchase Date. (d) Employees of OrCAD as of the Effective Time shall be permitted to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon participate in Summit's Employee Stock Purchase Plan commencing on the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months first enrollment date following the Effective Time, subject to compliance with the eligibility provisions of such plan. 5.12 FORM S-8. Summit will file a Registration Statement on Form S-8 for the shares of Summit Common Stock issuable with respect to assumed OrCAD Stock Options as soon as reasonably practical after the Effective Time (not to exceed five business days) and will use its reasonable best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options remain outstanding.

Stock Options. Immediately The treatment of outstanding stock options described in this Section 6.3(a) shall apply to Transferred Individuals, except for Transferred Individuals who have terminated employment prior to the Distribution Date, and shall also apply to Transferred Individuals who are compensated under a payroll which is administered outside the 50 United States, its territories and possessions, and the District of Columbia; provided, however, if such treatment is not legally permitted, or results in adverse consequences for Acuity, any of its affiliates or the Transferred Individual, as determined by Acuity in its sole discretion, Acuity may determine, in its sole discretion, to provide for a different treatment. Effective TimeImmediately after the Distribution Date, each Award or grant consisting of an option, regardless of the date of the grant, under an Acuity Stock Incentive Plan that is outstanding as of the Close of the Distribution Date for all Transferred Individuals, except for Transferred Individuals who have terminated employment prior to the Distribution Date and unexercised option except as provided in the next paragraph, shall be converted to purchase shares of CAC options for SpinCo Common Stock (eachwith the same material terms and conditions under the SpinCo Stock Incentive Plan, a “CAC and EMPLOYEE BENEFITS AGREEMENT shall be transferred to the recordkeeper of the SpinCo Stock Option”) willIncentive Plan. As soon as practicable after the Distribution Date, at the Effective Time, cease number of options and the exercise price for such options to represent an option be converted to purchase CAC options for SpinCo Common Stock and will shall be converted automatically into an option to purchase a determined by adjusting the number of shares purchasable under each converted option by the applicable Conversion Formula and adjusting the exercise price per share of CEC each option by the applicable Conversion Formula. Such converted SpinCo stock option grants shall continue to vest and become exercisable under the SpinCo Stock Incentive Plan in accordance with terms mirroring the terms of the original grant under the Acuity Stock Incentive Plan (but related to SpinCo and employment and other events with respect to SpinCo). SpinCo shall be the obligor with respect to such options and shall be solely responsible for all stock option grants and payments under the SpinCo Stock Incentive Plan, with respect to, but not limited to, recordkeeping, administrative costs and fees, payroll taxes, plan maintenance, option exercise and related tax filings. SpinCo shall, as soon as practicable after the Distribution Date, provide each Transferred Individual receiving options for SpinCo Common Stock (each, a “Converted with an agreement or notice relating to such Transferred Individual’s options under the SpinCo Stock Option”) equal Incentive Plan. With respect to the product (rounded down to individual who is the nearest whole share) President and Chief Executive Officer of SpinCo, the outstanding stock options under the Acuity Stock Incentive Plan held by such individual as of the Close of the Distribution Date shall be handled as follows: (i) the number outstanding stock options that are not vested as of shares the Close of CAC Common Stock subject to such CAC Stock Option the Distribution Date shall be treated in the same manner as the outstanding stock options of all other Transferred Individuals as provided in the preceding paragraph; and (ii) the Exchange Ratiooutstanding stock options that are vested as of the Close of the Distribution Date shall continue to be held as options for Acuity Common Stock, at an the number of options and the exercise price for such options shall be adjusted as of the Distribution Date by adjusting the number of shares purchasable under each adjusted option by the Conversion Formula for Acuity options and adjusting the exercise price per share (rounded up of each option by the applicable Conversion Formula for Acuity options, and employment with SpinCo shall be treated as employment with the Acuity Group solely for purposes of exercisability of the options. The options for Acuity Common Stock held by Transferred Individuals who have terminated employment prior to the nearest whole cent) equal Distribution Date shall not be converted to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan options for SpinCo Common Stock. Such options shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by held as options for Acuity Common Stock and the number of options and exercise price for such options shall be adjusted as of the Distribution Date in the same terms and conditions manner as were applicable under provided in subsection (ii) of the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timepreceding paragraph.

Stock Options. Immediately (a) All Company Employee Stock Options and Supplemental Options shall, at the Effective Time and by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent. Each Company Employee Stock Option and Supplemental Option so assumed by Parent under this Agreement shall continue to have, and be subject to, substantially similar terms and conditions to those set forth in the Company Stock Option Plan or as provided in the respective option agreement immediately prior to the Effective TimeTime (including the vesting schedule), except that (i) each outstanding Company Employee Stock Option and unexercised option to purchase Supplemental Option will be exercisable for that number of whole shares of CAC Parent Common Stock equal to the product of (each, a “CAC Stock Option”A) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Company Common Stock (each, a “Converted that were issuable upon exercise of such Company Employee Stock Option”) equal Option or Supplemental Option immediately prior to the product Effective Time multiplied by (B) the Option Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option Stock; and (ii) the Exchange Ratio, at an per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Employee Stock Option or Supplemental Option will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Employee Stock Option or Supplemental Option was exercisable immediately prior to the Effective Time by (B) the Option Exchange Ratio, rounded up to the nearest whole cent) equal to (x) . It is the exercise price intention of such CAC the parties hereto that the Company Employee Stock Option divided Options and Supplemental Options assumed by (y) Parent following the Exchange Ratio, and each unvested CAC Stock Option granted Effective Time pursuant to this Section will, to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelsextent permitted by applicable law, if applicable) upon the optionee’s termination of employment without “cause” (qualify as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein)Code, in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC extent any such Company Employee Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions or Supplemental Options qualified as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately prior to . (b) As soon as practicable after the Effective Time, Parent shall deliver to each holder of an outstanding and unvested CEC Company Employee Stock Option granted under or Supplemental Option an appropriate notice setting forth such holder’s rights pursuant thereto. Prior to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Closing, Parent shall be amended take all corporate action necessary to provide that it shall become vested reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of assumed Company Employee Stock Options and exercisable Supplemental Options pursuant to the terms set forth in this Section. (at target performance levels, if applicablec) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following At the Effective Time, all Company Stock Options that are not Company Employee Stock Options shall accelerate in accordance with their terms and, to the extent not exercised, terminate in accordance with their terms. The Company shall provide notice to holders of such Company Stock Options in accordance with the terms of the Company Stock Option Plan.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option You were granted options to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock the Company’s common stock as set forth on Appendix A (the “Options”) pursuant to the 2017 Plan or the Company’s 2007 Omnibus Incentive Plan (the “2007 Plan” and, together with the 2017 Plan, the “Plans”). Under the terms of the Plans and your stock option grant notices and terms and conditions of stock option awards governing the Options, vesting of the Options will cease as of the Separation Date, and the Options will be forfeited as of such date for no consideration with respect to any unvested shares subject to such CAC Stock the Options. As of the Separation Date you have a total of 552,800 vested shares subject to the Options (the “Vested Options”). Notwithstanding anything to the contrary in the Plans, the stock option grant notices and the terms and conditions of stock option awards governing the Vested Options and any other documents between you and the Company setting forth the terms of your Vested Options (the “Option Documents”), if you (i) timely execute this Agreement and comply fully with your obligations hereunder, (ii) execute the Exchange RatioConsulting ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ March 26, at an exercise price per share (rounded up 2019 Agreement on the Separation Date and become a consultant to the nearest whole centCompany effective as of the Separation Date, and (iii) equal to (x) execute the Employee Non-Disclosure, Inventions, Non-Competition and Non-Solicitation Agreement, then the exercise price period for the Vested Options (normally subject to a three (3) month exercise period post termination) will be extended so that the Vested Options remain exercisable through the original expiration date of the Options as set forth on Appendix A. To the extent the Options were granted as “incentive stock options” under the Internal Revenue Code, an extension of the exercise period of the Options may cause them to lose such CAC Stock Option divided status and the Options instead may be treated as non-qualified stock options for federal tax purposes. This change may be less advantageous to you from a personal tax perspective in certain respects, including an obligation on your part to satisfy any income and employment tax withholding obligations that arise when you exercise the Options. The Company makes no representation or guarantees regarding the status of your Options as incentive stock options or otherwise. You acknowledge that the Company is not providing tax advice to you and that you have been advised by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant Company to seek independent tax advice with respect to the Caesars Acquisition exercise and modification of the Options and any other compensation and benefits that you are receiving under this Agreement. You acknowledge and agree that, as a condition to any exercise of your Vested Options, the Company 2014 Performance Incentive Plan shall be amended may require you to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon enter into an arrangement providing for the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) payment by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior you to the Effective Time, Company of any tax withholding obligation of the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, Company (except for the amendment employer’s share of any FICA), arising by reason of the unvested CAC Stock Options granted pursuant exercise of your Vested Options. The Options, including your rights to exercise the Vested Options, remain subject to the Caesars Acquisition Company 2014 Performance Incentive Planterms of the Plans and Option Documents, each Converted Stock Option as modified by this Section 5(b). If you do not satisfy the requirements of this Section 5(b), the Vested Options will continue to not be governed modified by the same terms of this Section 5(b) and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior will remain subject to the Effective Time. Immediately prior to terms of the Effective Time, each outstanding Plans and unvested CEC Stock the Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeDocuments.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Citi-Bancshares Common Stock (each, a “CAC "Citi-Bancshares Stock Option”") will, at the Effective Time, cease issued pursuant to represent an option to purchase CAC Common any Citi-Bancshares Stock Plan shall be fully vested and will shall be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to under the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Huntington Stock Option and Plan (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC "Huntington Stock Option divided by (yPlan") the Exchange Ratioto acquire, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable to vested rights under such Citi-Bancshares Stock Option, the CAC same number of shares of Huntington Common Stock Plan as the holder of such Citi-Bancshares 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 and elected to receive the Stock Consideration, at an exercise price per share of Huntington Common Stock equal to (y) the aggregate exercise price for each CAC the shares of Citi-Bancshares Common Stock otherwise purchasable pursuant to such Citi-Bancshares Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Huntington Common Stock deemed purchasable pursuant to such Citi-Bancshares Stock Option immediately prior to the Effective Time. Immediately prior to . (b) As soon as practicable after the Effective Time, each outstanding and unvested CEC Huntington shall deliver to the holders of such converted Citi-Bancshares Stock Options appropriate notices setting forth such holders' rights pursuant to the Huntington Stock Option granted under Plan and the agreements evidencing such converted Citi-Bancshares Stock Options and the original grants of such Citi-Bancshares Stock Options shall continue in effect on the same terms and conditions (subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by this Section 8.13 after giving effect to the Merger and the conversion as set forth above). (c) Huntington shall be amended take all corporate action necessary to provide that it shall become vested and exercisable (at target performance levels, if applicable) reserve for issuance a sufficient number of shares of Huntington Common Stock for delivery upon the optionee’s termination exercise of employment without “cause” (Citi-Bancshares Stock Options converted in accordance with this Section 8.13. As soon as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following practicable after the Effective Time, Huntington shall include the shares of Huntington Common Stock issuable under the converted Citi-Bancshares Stock Options under an existing effective registration statement or shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms made available by the SEC), or another appropriate form with respect to the shares of Huntington Common Stock subject to such options and shall use all reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Huntington shall administer the Huntington Stock Option Plan in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the Citi-Bancshares Plan complied with such rule prior to the Merger.

Stock Options. Immediately (a) At or prior to the Effective Time, Time each outstanding and unexercised option to purchase shares of CAC Company Common Stock (each, a “CAC Company Stock Option”) will, at granted under the Effective Time, cease to represent an option to purchase CAC Common Company Stock Plans and will be converted automatically into an option to purchase a number of shares of CEC Common granted outside the Company Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan Plans shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon constitute an option to acquire such Junior Stock Merger Consideration as the optionee’s termination holder of employment without “cause” (as defined such Company Stock Option would have been entitled to receive in the Caesars Acquisition Merger had such holder exercised such Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option full immediately prior to the Effective Time. Immediately ; provided, however, that with respect to any Company Stock Option which is an incentive stock option (an “ISO”) within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”), the determination of the exercise price, number of shares purchasable and terms and conditions of vesting shall in all respects comply with Section 424(a) of the Code. (b) As promptly as practicable (1) after the Effective Time in the event the Qualified Financing has occurred prior to the Effective TimeTime or (2) after the release of the Aggregate Merger Consideration from Escrow pursuant to Section 2,9, Parent shall deliver to each outstanding and unvested CEC holder of a Company Stock Option granted under a notice that accurately reflects the changes to such options as contemplated by subsection (a) of this Section 2.6. (c) The Merger Consideration allocated to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Company Stock Options shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) reserved out of the Junior Stock Merger Consideration by Parent for issuance upon the optionee’s termination exercise of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following all Company Stock Options after the Effective Time. Notwithstanding the foregoing, if any Company Stock Option expires or is forfeited or cancelled, pursuant to its terms, after the Effective Date, the Parent Common Stock underlying such stock option shall no longer be reserved and shall be released as treasury stock to Parent. With respect to the Parent Common Stock underlying the Company Stock Options, Parent shall, no later than Ten (10) days after the Effective Time (notwithstanding that such shares shall be subject to the Lock-Up Period) (i) file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 and use its best efforts to have such registration statement become and remain continuously effective under the Securities Act and, if the Company is then listed on a national stock exchange, file with such exchange a listing application and use its best efforts to have such shares admitted to trading thereon upon exercises of Company Stock Options; provided, that listing shall not be required prior to the expiration of the applicable Lock-Up Period.

Stock Options. Immediately (a) At the Effective Time, each issued and outstanding option to purchase Foglight Common Stock ("Foglight Stock Option") under (i) the Foglight 1998 Stock Option Plan (the "Foglight Option Plan") and (ii) the Option Agreement dated January 13, 1999, reflecting the right to purchase up to 5,289 shares of Foglight Common Stock, will be assumed by Quest, whether vested or unvested. Each Foglight Stock Option so assumed by Quest shall continue to have, and be subject to, the same terms and conditions set forth in the agreement evidencing such option immediately prior to the Effective Time, each outstanding except that (i) such Foglight Stock Option shall be exercisable (when vested) solely and unexercised option to purchase exclusively for that number of whole shares of CAC Quest Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Foglight Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) that were issuable upon the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Foglight Stock Option immediately prior to the Effective Time. Immediately , multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Quest Common Stock, (ii) the per share exercise price payable upon the exercise of such assumed Foglight Stock Option shall be equal to the quotient determined by dividing the exercise price per share of Foglight Common Stock in effect under the Foglight Stock Option immediately prior to the Effective TimeTime by the Exchange Ratio, each outstanding rounded up to the nearest whole cent, and unvested CEC (iii) there shall be no right to receive any cash payments or other cash consideration upon the exercise of the assumed Foglight Stock Option. Unless otherwise agreed to in writing by Quest, there shall be no acceleration of the vesting of any Foglight Stock Option granted under that is assumed in connection with this Section 5.12. Quest shall make such assumption in such manner that (i) Quest is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall extent that Section 424 of the Code does not apply to such Foglight Stock Option, Quest would be amended such a corporation were Section 424 of the Code applicable to provide that it shall become vested and exercisable (at target performance levelssuch Foglight Stock Option; and, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following after the Effective Time, all references to Foglight in any Foglight Option Plan and the applicable stock option agreements shall be deemed to refer to Quest as issuer and Quest as the employer of the holders of Foglight Stock Options, as applicable. (b) Within 30 days after the Effective Time, Quest shall issue to each holder of an outstanding Foglight Stock Option a document evidencing the foregoing assumption of such Foglight Stock Option by Quest. (c) Quest shall file a registration statement on Form S-8 for the shares of Quest Common Stock issuable with respect to assumed Foglight Stock Options no later than 30 days after the Effective Date.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of Ascend (or, if appropriate, any committee administering the Ascend Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding Ascend Stock Options granted under Ascend Stock Plans, each outstanding and unexercised option whether vested or unvested, as necessary to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willprovide that, at the Effective Time, cease each Ascend Stock Option outstanding immediately prior to represent an option to purchase CAC Common Stock the Effective Time shall be amended and will be converted automatically into an option to purchase a acquire, on the same terms and conditions as were applicable under such Ascend Stock Option (as modified by the terms of an agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and the holder of such Ascend Stock Option as disclosed to Lucent prior to the date hereof), the same number of shares of CEC Lucent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) as the holder of (i) the number of shares of CAC Common Stock subject to such CAC Ascend Stock Option and (ii) would have been entitled to receive pursuant to the Exchange RatioMerger had such holder exercised such Ascend Stock Option in full immediately prior to the Effective Time, at an exercise a price per share of Lucent Common Stock (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the shares of Ascend Common Stock otherwise purchasable pursuant to such CAC Ascend Stock Option divided by (yB) the Exchange Ratio, and each unvested CAC aggregate number of shares of Lucent Common Stock deemed purchasable pursuant to such Ascend Stock Option granted pursuant (each, as so adjusted, an "Adjusted Option"); and (ii) make such other changes to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended Ascend Stock Plans as Ascend and Lucent may agree are appropriate to provide that it shall become vested and exercisable give effect to the Merger, including as provided in Section 5.07. (at target performance levels, if applicableb) upon the optionee’s termination of employment without “cause” (As soon as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to practicable after the Effective Time, Lucent shall deliver to the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment holders of the unvested CAC Ascend Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective Ascend Stock Option will Plans and the agreements evidencing the grants of such Ascend Stock Options and that such Ascend Stock Options and agreements shall be assumed by Lucent and shall continue to be governed by in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Lucent, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related Ascend Stock Plan. (d) Except as were applicable otherwise contemplated by this Section 5.06 and except to the extent required under the CAC respective terms of the Ascend Stock Plan for each CAC Options or any agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and a holder of Ascend Stock Option immediately Options (as disclosed to Lucent prior to the Effective Time. Immediately prior date hereof), all restrictions or limitations on transfer and vesting with respect to Ascend Stock Options awarded under the Effective TimeAscend Stock Plans or any other plan, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination program or arrangement of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Ascend or any of its Subsidiaries subsidiaries, to the extent that such restrictions or for Good Reason limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Lucent as set forth above. (e) Effective as defined herein)of January 31, in either case within six (6) months following 1999, Ascend shall amend the Effective Time1994 Stock Purchase Plan to terminate all future offering periods.

Stock Options. Immediately prior Certain incentive stock options ("ISO's") to the Effective Timepurchase ------------- shares of Commercial Federal Corporation common stock were previously awarded to Laphen and are either presently exercisable by Laphen or were scheduled to become exercisable by Laphen on certain dates should Laphen have remained in CFC's employment through such dates, each outstanding and unexercised option such ISO's were further to remain exercisable by Laphen for a limited period of time following Laphen's separation from CFC's employment. In addition, certain non-incentive stock options ("NISO's") to purchase shares of CAC Common Stock Commercial Federal Corporation common stock were previously awarded to Laphen and are either presently exercisable by Laphen or were scheduled to become exercisable by Laphen on certain dates should Laphen have remained in CFC's employment through such dates, and such NISO's were further to remain exercisable by Laphen for a limited period of time following Laphen's separation from CFC's employment. For purposes (each, a “CAC Stock Option”and only for purposes) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock of determining whether such ISO's and will NISO's shall hereafter be converted automatically into an option to purchase a number of shares of CEC Common Stock or become exercisable by Laphen: (each, a “Converted Stock Option”1) equal Subject to the product remainder of this subparagraph (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinE), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions any such ISO's and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, NISO's that are presently exercisable by Laphen in accordance with their terms shall remain exercisable by Laphen in accordance with their terms at any time either before or during the foregoingBENEFIT CONTINUATION PERIOD; (2) Any stock option(s) that would have first become exercisable by Laphen hereafter, including during the BENEFIT CONTINUATION PERIOD if Laphen had remained employed by CFC during the BENEFIT CONTINUATION PERIOD, shall be exercisable by Laphen hereafter or during the BENEFIT CONTINUATION PERIOD, but not earlier than the date(s) on which such option(s) would have first become exercisable by Laphen hereafter or during the BENEFIT CONTINUATION PERIOD if Laphen had remained employed by CFC during the BENEFIT CONTINUATION PERIOD; (3) Laphen and CFC acknowledge that in order to extend the time during which Laphen may exercise such stock options, certain amendments to plan(s) and documents will be required. Following the Effective TimeLaphen and CFC further acknowledge that under and in accordance with federal tax laws and regulations, except for the amendment because such amendments constitute a modification of the unvested CAC Stock Options granted pursuant ISO's, such amendments may cause the ISO's to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue no longer qualify as ISO's but may cause or require them to be governed treated as NISO's. Further, and in any event, under and in accordance with federal tax laws and regulations, any ISO's not exercised by Laphen within three months after the same terms RETIREMENT DATE will thereafter be treated as NISO's; (4) Laphen shall have or acquire no right, title or interest in or to any of the stock options that were scheduled to vest in or be first exercisable by Laphen on date(s) which are after the end of the BENEFIT CONTINUATION PERIOD. It is understood and conditions agreed that any right, title and interest Laphen may have had in regard to such options is canceled as were applicable under a result of Laphen's separation and retirement from the CAC Stock Plan for each CAC Stock Option immediately prior to employment of CFC. Any rights which are not exercised before the Effective Time. Immediately prior to end of the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan BENEFIT CONTINUATION PERIOD shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timedeemed forfeited.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding and unexercised option to purchase shares of CAC Common Stock (eachFBKP Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of FBKP Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC PSB Common Stock, and PSB shall assume each FBKP Option, in accordance with the terms of the FBKP Stock (eachOption Plan, a “Converted Stock Option”) equal to the product (rounded down to FBKP Standby Options and the nearest whole share) of stock option agreements and certificates by which they are evidenced, except that from and after the Effective Date, (i) PSB and its Board of Directors or a duly authorized committee thereof shall be substituted for FBKP and FBKP's Board of Directors or duly authorized committee thereof administering such FBKP Stock Option Plan, (ii) each FBKP Option assumed by PSB may be exercised solely for shares of PSB Common Stock, (iii) the number of shares of CAC PSB Common Stock subject to such CAC Stock FBKP Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of FBKP Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock FBKP Option immediately prior to the Effective Time. Immediately prior Date multiplied by the Applicable Exchange Ratio, provided that any fractional shares of PSB Common Stock resulting from such multiplication shall be rounded to the Effective Timenearest share, and (iv) the per share exercise price under each such FBKP Option shall be adjusted by dividing the per share exercise price under each such FBKP Option by the Applicable Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. Notwithstanding clauses (iii) and (i v) of the preceding sentence, each outstanding FBKP Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and unvested CEC Stock Option granted under the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. PSB and FBKP agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(f). (ii) On the Effective Date, PSB shall deliver an assumption agreement expressly assuming the FBKP Standby Options in accordance with the terms of this Section 1.02(f) (i). As soon as practicable after the Effective Date, PSB shall deliver to each holder of the other FBKP Options an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such FBKP Options shall continue in effect on the same terms and conditions, including without limitation the duration thereof, subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by Section 1.02(f)(i) hereof after giving effect to the Merger. Within 30 days after the Effective Date, PSB shall file a registration statement on Form S-3 or Form S-8, as the case may be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries successor or for Good Reason (as defined hereinother appropriate forms), in either case within six (6) months following with respect to the Effective Timeshares of PSB Common Stock subject to such options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) Active Employees and Former Employees of Automotive Group, (ii) employees of Packaging Corporation of America and (iii) employees of the folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the requirements of applicable law and generally accepted accounting principles, the number, exercise price and other terms of such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options held by persons described in clause (ii) or (iii) above, not exercised prior to the Effective TimeDistribution Date shall be canceled effective as of the Distribution Date. Options held by Active Employees and Former Employees of Automotive Group (or persons who have succeeded to the rights of such persons) shall, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of TENNECO DISTRIBUTION AGREEMENT applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately prior to The Compensation Committee of the Effective TimeBoard of Directors, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent will award Executive 100,000 incentive stock options on Employer’s common stock with an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (fair market value as defined in the Caesars Acquisition Company 2014 Performance 1998 Stock Incentive Plan) Plan on the date of grant, which shall be Executive’s first day of active employment with Employer. The options described hereunder will be granted by the Surviving Entity or any Compensation Committee of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Board of Directors pursuant to the Effective TimeEmployer’s 1998 Stock Incentive Plan and a stock option agreement containing such terms and substantially in the form attached hereto as Exhibit A. This option agreement will be for a term of ten (10) years and shall provide that 20,000 options shall vest annually commencing on the first anniversary of the grant, and continuing each of the next four (4) years until all the options have vested as of the fifth anniversary of the grant. Additionally, the CAC Employer shall grant to Executive 10,000 to 20,000 stock options annually based on performance of Executive and Employer. In all events, Executive shall receive not less than 10,000 stock options per year during the term hereof. Performance at expected or budgeted performance consistent with opportunities in the market place will result in the award of 20,000 stock options annually. The performance criteria may include, but not be limited to EPS Growth, Asset Growth, Operating Efficiency, Return on Equity, Loan Concentration, Asset Durability and Overall Performance Evaluation by the Board shall adopt of Directors. However, if Employer’s strategic plans or extenuating circumstances preclude the attainment of this goal, the Compensation Committee and Executive will mutually agree on an appropriate resolutions and take all other actions necessary to cause each CAC Stock Option number of shares to be convertedgranted. In the event of any conflict between the terms of this Agreement and any other oral or written representation regarding stock options, assumed on the one hand, and amendedthe terms of the stock option agreement or the stock option plan, as applicable, the terms of the latter two documents shall govern. The Employer represents and warrants that the Stock Incentive Plan has been approved in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant applicable law and that Employer will adopt any additional stock option plans and Agreements in form substantially identical to the Caesars Acquisition Company 2014 Performance Employer’s 1998 Stock Incentive Plan, each Converted Plan and the Stock Option will continue Agreement necessary to be governed by award Executive the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeadditional options described hereunder.

Stock Options. Immediately (a) Options to purchase shares of TRFC Common Stock that have been issued by TRFC and are outstanding at the Effective Time (each, a "TRFC Option") pursuant to the TRFC 1993 Incentive Stock Option Plan and the TRFC 1993 Stock Option Plan for Outside Directors (collectively, the "TRFC Option Plans") shall be converted into options to purchase shares of RBI Common Stock as follows: (i) the aggregate number of shares of RBI Common Stock issuable upon the exercise of converted TRFC Options after the Effective Time shall be equal to the product of the Exchange Ratio multiplied by the number of shares of TRFC Common Stock issuable upon exercise of the TRFC Options immediately prior to the Effective Time, each outstanding and unexercised option such product to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole shareshare of RBI Common Stock; and (ii) the exercise price per share of (i) each converted TRFC Option shall be equal to the quotient of the exercise price of such TRFC Option at the Effective Time divided by the Exchange Ratio, such quotient to be rounded to the nearest whole cent; provided, however, that, in the case of any TRFC Option that is intended to qualify as an incentive stock option under Section 422 of the Code, the number of shares of CAC RBI Common Stock subject to such CAC Stock Option issuable upon exercise of and (ii) the Exchange Ratio, at an exercise price per share (rounded up for such converted TRFC Option determined in the manner provided above shall be further adjusted in such manner as RBI may determine to be necessary to conform to the nearest whole centrequirements of Section 424(b) equal of the Code. Options to (x) purchase shares of RBI Common Stock that arise from the exercise price operation of such CAC Stock Option divided by (y) this Section 1.4 shall be referred to as the Exchange Ratio, "Converted Options." All Converted Options shall be exercisable for the same period and each unvested CAC Stock Option granted pursuant otherwise have the same terms and conditions applicable to the Caesars Acquisition Company 2014 Performance Incentive Plan TRFC Options that they replace; provided, however, that such exercise period, terms and conditions shall be amended further modified if and to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in extent necessary to enable the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or Merger to qualify for Good Reason (as defined herein), in either case within six (6) months following the Effective Timepooling-of-interests accounting treatment. Prior to the Effective Time, RBI shall take, or cause to be taken, all necessary action to effect the CAC Board intent of the provisions set forth in this Section 1.4. (b) Prior to the date of the TRFC stockholders meeting contemplated by Section 4.8, TRFC shall adopt take, or cause to be taken, appropriate resolutions action under the terms of any stock option plan, agreement or arrangement under which TRFC Options have been granted to provide for the conversion of TRFC Options outstanding at the Effective Time into Converted Options and to effect any other modifications contemplated by Section 1.4(a). (c) Concurrently with the reservation of shares of RBI Common Stock to provide for the payment of the Merger Consideration, RBI shall take all other actions corporate action necessary to cause each CAC reserve for future issuance a sufficient additional number of shares of RBI Common Stock Option to be converted, assumed and amended, as applicable, in accordance provide for the satisfaction of its obligations with respect to the foregoingConverted Options. Following On or before the Effective Time, except for RBI shall (i) cause to be executed and delivered to each holder of a Converted Option an agreement, certificate or other instrument, in such form and of such substance as RBI may reasonably determine, evidencing such holder's rights with respect to the amendment Converted Options; and (ii) file a registration statement on Form S-8 (or any successor or other appropriate form) and make any state filings or obtain state exemptions with respect to the RBI Common Stock issuable upon exercise of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeOptions.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”a) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board MeriStar and Interstate shall adopt appropriate resolutions and take all other such actions as may be necessary to cause each CAC outstanding Interstate Stock Option to be converted, automatically assumed and amended, as applicable, in accordance with the foregoing. Following converted at the Effective Time, except for the amendment Time into an option (a "MERISTAR EXCHANGE OPTION") to purchase that number of the unvested CAC shares of Surviving Corporation Common Stock Options granted pursuant equal to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted number of shares of Interstate Common Stock issuable immediately prior to the Effective Time upon exercise of such Interstate Stock Option will continue (without regard to be governed actual restrictions on exercisability) multiplied by the same terms and conditions as were applicable Exchange Ratio, with an exercise price equal to the exercise price that was in effect under the CAC Stock Plan for each CAC such Interstate Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, and with such MeriStar Exchange Option being otherwise subject to the same terms and conditions as the terms and conditions of such Interstate Stock Option immediately before the Effective Time. Immediately It is the intention of the parties that the options so assumed by the Surviving Corporation qualify following the Effective Time as "incentive stock options," as defined in Section 422 of the Code, if and to the extent such options qualified as incentive stock options prior to the Effective Time. In connection with the granting of MeriStar Exchange Options, each outstanding the Surviving Corporation shall (i) reserve for issuance the aggregate number of shares of Surviving Corporation Common Stock that will become subject to MeriStar Exchange Options pursuant to this Section 2.6, (ii) from and unvested CEC after the Effective Time, upon exercise of MeriStar Exchange Options, make available for issuance all shares of Surviving Corporation Common Stock covered thereby, subject to the terms and conditions applicable thereto, and (iii) within 10 business days following the Effective Time, file a registration statement with the SEC on Form S-8 covering the issuance of shares of Surviving Corporation Common Stock upon exercise of the MeriStar Exchange Options. (b) Each MeriStar Stock Option granted under the MeriStar Option Plan that is outstanding (whether or not then exercisable) as of immediately prior to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide Effective Time and that it shall become vested and exercisable (has not been exercised or canceled prior thereto, shall, at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time, survive the Merger, be deemed exercisable only for shares of Surviving Corporation Common Stock and continue to have, and be subject to, the same terms and conditions as set forth in the MeriStar Option Plan, as amended, and any relevant option agreements (as in effect immediately prior to the Effective Time) pursuant to which it was granted.

Stock Options. Immediately prior (a) Before the Closing, the Board of -------------- Directors of the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding Stock Options granted under the Company's Amended and Restated Stock Plan, each outstanding the Company's Amended and unexercised option Restated 1985 Stock Option Plan, the Company's Amended and Restated Employee Stock Purchase Plan, the Company's Supplemental Employee Stock Purchase Plan, the Company's Nonstatutory Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Employee Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1987 Consultant Stock Option Plan, the SEQUUS Pharmaceuticals, Inc. 1990 Director Stock Option Plan and the SEQUUS Pharmaceuticals, Inc. Equity Incentive Plan (collectively, the "Company Stock Plans"), whether vested or unvested, as necessary to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willprovide that, at the Effective Time, cease each Stock Option outstanding immediately prior to represent an option to purchase CAC Common Stock the Effective Time shall be amended and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Option, the number of shares of Parent Common Stock (rounded down to the nearest whole share) determined by multiplying the number of shares of Company Common Stock subject to such Stock Option immediately prior by the Exchange Ratio, at a price per share of Parent Common Stock equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (B) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Stock Option (each, as so adjusted, an "Adjusted Option"); provided that such exercise price shall be -------- rounded up to the Effective Time. Immediately prior nearest whole cent; provided, further, that -------- ------- notwithstanding the foregoing, each right granted under the Company's Employee Stock Purchase Plan and the Company's Supplemental Employee Stock Purchase Plan (collectively, the "Purchase Plans") shall be adjusted in accordance with the provisions of Section 5.16(h); and (ii) make such other changes to the Company Stock Plans as Parent and the Company may agree are appropriate to give effect to the Merger. (b) The adjustments provided herein with respect to any Stock Options that are "incentive stock options" as defined in Section 422 of the Code shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (c) At the Effective Time, each by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that all obligations of the Company under the Company Stock Plans, including with respect to Stock Options outstanding and unvested CEC Stock Option granted under to at the Caesars Entertainment Corporation 2012 Performance Incentive Plan Effective Time, shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination obligations of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months Parent following the Effective Time. (d) As soon as practicable (but in any event not more than three business days) after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock subject to the Adjusted Options. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) at least for so long as any Adjusted Options or any unsettled awards granted under the Company Stock Plans after the Effective Time, may remain outstanding. (e) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (f) Except as otherwise contemplated by this Section 5.06 and except to the extent required under the respective terms of the Stock Options, all restrictions or limitations on transfer and vesting with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its Subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such Stock Options after giving effect to the Merger and the assumption by Parent as set forth above.

Stock Options. Immediately Effective as of the Distribution Date, Tenneco shall cause all outstanding options to purchase Tenneco Common Stock held by employees and officers other than (i) Active Employees and Former Employees of Automotive Group, (ii) employees of Packaging Corporation of America and (iii) employees of the folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the requirements of applicable law and generally accepted accounting principles, the number, exercise price and other terms of such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options held by persons described in clause (ii) or (iii) above, not exercised prior to the Effective TimeDistribution Date shall be canceled effective as of the Distribution Date. Options held by Active Employees and Former Employees of Automotive Group (or persons who have succeeded to the rights of such persons) shall, each unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of TENNECO DISTRIBUTION AGREEMENT E-5 62 applicable law and unexercised option to purchase shares generally accepted accounting principles. The parties recognize that in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of CAC Common the Special Stock (eachOption Award of 100 options per grantee, a “CAC Stock Option”) willand in those jurisdictions, at the Effective Time, cease to represent an option to purchase CAC Common Stock and outstanding rights will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option adjusted comparably. The Automotive Company options and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan rights shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by have the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeDistribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. Immediately prior To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the Effective Timeattainment of share price hurdles, each outstanding those hurdles will also be adjusted with respect to both options to purchase Packaging Common Stock and unvested CEC Stock Option granted under Tenneco Common Stock. Tenneco may grant special pre-Distribution Date exercisability with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity some or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeall options which are not otherwise exercisable.

Stock Options. Immediately prior (a) Prior to the Effective TimeSpin-off, each outstanding Strategix shall establish the Strategix Omnibus Plan. The Strategix Omnibus Plan will provide for the granting of incentive stock options that qualify under Section 422 of the Code, non- statutory stock options, restricted stock awards, contingent stock awards and unexercised option to purchase shares stock appreciation rights. No award made under the Strategix Omnibus Plan shall be vested and exercisable any sooner than the date which is six months after the effective date of CAC Common Stock the Spin-off. (eachb) Except as otherwise provided below, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock Strategix Employees will not be considered employees of AccuStaff or one of its subsidiaries and will be converted automatically into considered to have terminated employment for purposes of AccuStaff Options or the plans pursuant to which such AccuStaff Options were issued. Strategix Employees will be able to elect to either: (i) retain their existing AccuStaff Options (with an option appropriate antidilution adjustment to reflect the Spin-off), which options will remain subject to the terms and conditions (including forfeiture and termination of employment provisions) of applicable AccuStaff Option plans and award agreements; or (ii) receive "Stapled Options." Strategix Employees who elect to receive Stapled Options shall be deemed to be employees of AccuStaff for the period they remain employees of the Strategix Group for purposes of the Stapled Options and related AccuStaff Option plans and will retain their AccuStaff Options (without an antidilution adjustment to reflect the Spin-off), which will continue to vest and will otherwise remain subject to the terms and conditions of the applicable AccuStaff Option plans and award agreements. The AccuStaff Options related to the Stapled Options will not be adjusted to reflect the Spin-off. Instead, in addition to their AccuStaff Options, Strategix Employees who elect to receive Stapled Options will receive options to purchase a number of shares of CEC Strategix ("Strategix Stock Options") that is reflective of the pro rata distribution of Common Stock (each, a “Converted Stock Option”) equal of Strategix to AccuStaff stockholders in the Spin-off. Exercise of each AccuStaff Option related to the product (rounded down Stapled Options will entitle the holder to the nearest whole share) of (i) the number a share of shares of CAC AccuStaff Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratiosame number of shares of Common Stock of Strategix as is received by each holder of a share of AccuStaff Common Stock. The Strategix Stock Options related to the Stapled Options will, by their terms, require that any exercise will have to be made jointly with the exercise of the counterpart AccuStaff Options related to the Stapled Options (which in turn will provide this feature in converse, and which, together with the related Strategix Stock Options being awarded as of the Spin-off, will be referred to herein as the "Stapled Options"). The total exercise price required to exercise the Stapled Options will equal the original amount required to exercise the related AccuStaff Options before the Spin-off. Notwithstanding the foregoing, if either AccuStaff or Strategix determines that legal, accounting, tax, and/or regulatory rules or requirements applicable to options would make compliance with any of such entity's obligations under this paragraph impossible, illegal, impracticable or unreasonably expensive, it shall so notify the other party, and AccuStaff and Strategix shall use their best efforts to agree to appropriate alternative arrangements. (c) Strategix shall reserve for issuance and issue in the future shares of Common Stock of Strategix to certain Strategix Employees in connection with the exercise by such Strategix Employees of their Stapled Options. AccuStaff shall reserve for issuance and issue in the future shares of AccuStaff Common Stock to certain Strategix Employees in connection with the exercise of AccuStaff Options and Stapled Options. (d) If any AccuStaff Options or Stapled Options are exercised by Strategix Employees after the effective date of the Spin-off, Strategix will pay to AccuStaff, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of time any such CAC Stock Option divided tax benefit is recognized by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective TimeStrategix, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment amount of the unvested CAC tax benefit from any deduction received by Strategix as a result of the issuance of any AccuStaff Common Stock under AccuStaff Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Planor Stapled Options based on Strategix's top marginal rate for Federal, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity state or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timelocal taxes.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option Paracer Option which has not been exercised prior to purchase shares of CAC Common Stock (eachthe Closing, a “CAC Stock Option”) willwhether vested or unvested, at the Effective Time, cease to represent shall be substituted for an option (a "Substitute Option") to purchase CAC Common Stock and will be converted automatically into an option to purchase a acquire such number of shares of CEC Stratos Common Stock (each, a “Converted Stock Option”) equal which the holder of such Paracer Option would have been entitled to receive pursuant to the product Merger at the Exchange Ratio had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio), at an exercise a price per share (rounded up to the nearest whole cent) equal to (xi) the exercise price of such CAC the Paracer Common Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted purchasable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock such Paracer Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. Each Substitute Option will be granted on substantially the same terms as the Stratos 2002 Stock Plan for (b) Each Substitute Option shall be evidenced by a written stock option agreement reflecting the terms set forth in Section 6.11(a) and delivered to the former holders of Paracer Options as soon as practicable following the Effective Time. Immediately Stratos shall take such actions as may be appropriate under the Code and the regulations thereunder to cause the Substitute Options granted for Paracer Options which qualified as incentive stock options immediately prior the Effective Time to qualify as incentive stock options, to the extent permitted under the Code and the regulations thereunder. (c) In addition, Stratos shall grant within five (5) days after the Closing an aggregate of 500,000 options to acquire Stratos Common Stock to Paracer employees who remain employed at the Closing under a stock option plan substantially similar to Stratos' 2002 Stock Plan for Acquired Companies (the "Additional Options"). (d) Stratos shall prepare and file with the SEC and shall use its best efforts to cause to become effective no later than thirty (30) days after the Effective Time, each a registration statement on Form S-8 covering the shares of Stratos Common Stock issued upon exercise of the Substitute Options and the Additional Options will use its best efforts to keep said registration statement effective for so long as such Substitute Options and Additional Options remain outstanding and unvested CEC will reserve a sufficient number of shares of Stratos Common Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) for issuance upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeexercise thereof.

Stock Options. Immediately prior to You were granted the Effective Timefollowing options (each, each outstanding an “Option” and unexercised option collectively, the “Options”) to purchase shares of CAC the Company’s common stock (“Common Stock (each, a “CAC Stock OptionStock”) will, at under the Effective Time, cease to represent an option to purchase CAC Common Company’s 2016 Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock Plan (each, a the “Converted Stock Option2016 Plan”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance or 2020 Equity Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive 2020 Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein”), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable: 2 *Reflects the Company’s 1-for-7.43 reverse stock split on October 9, 2020 In consideration of your entry into this Agreement, the Company agrees to accelerate the vesting of the shares subject to the Options as indicated in the column “Option Shares Eligible for Acceleration.” All remaining unvested shares subject to the Options will be forfeited to the Company on the Separation Date, in accordance with the foregoing. Following terms and conditions set forth in the Effective Time, except for the amendment Stock Option Agreement governing each of the unvested CAC Stock Options Options. As additional consideration, your Options, to the extent granted either on (i) January 7, 2021 or (ii) March 9, 2022 and vested as of the Separation Date or which become vested pursuant to the Caesars Acquisition Company 2014 Performance Incentive terms of this Agreement, will remain exercisable until the 12 month anniversary of your Separation Date, subject to their earlier termination in accordance with the 2016 Plan or 2020 Plan, each Converted as applicable. To the extent the extension of the post-termination exercise period applies to an Option that is an incentive stock option with an exercise price that is lower than the current fair market value of the Company’s Common Stock, you understand that the effect of the extension will be to disqualify the Option as an incentive stock option. To the extent the extension of the post-termination exercise period applies to an Option that is an incentive stock option with an exercise price that is equal to or greater than the current fair market value of the Company’s Common Stock, the extension will not immediately disqualify the Option as an incentive stock option; however, such Option will automatically become a nonstatutory stock option three (3) months after the Separation Date. If you exercise an Option that is not an incentive stock option at the time of exercise, you will be required to make arrangements satisfactory to the Company to satisfy all applicable withholding obligations. The Stock Option Agreements governing the Options will continue remain in full force and effect, and you agree to be governed remain bound by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timethose agreements.

Stock Options. Immediately prior to (i) As of the Prime/Horizon Merger Effective Time, each outstanding Prime Stock Option shall be assumed by Surviving Company and unexercised option shall be deemed to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent constitute an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such Prime Stock Option, the CAC Stock Plan for each CAC same number of Surviving Company Common Shares as the holder of such Prime Stock Option would have been entitled to receive pursuant to the Prime/Horizon Merger had such holder exercised such Prime Stock Option in full immediately prior to the Prime/Horizon Merger Effective Time. Immediately prior Time at a price per share equal to the aggregate exercise price for the shares subject to such Prime Stock Option divided by the number of full Surviving Company Common Shares deemed to be purchasable pursuant to such Prime Stock Option. (ii) As of the Prime/Horizon Merger Effective Time, each Sky Merger Stock Option outstanding under (a) the Horizon 1993 Stock Option Plan and (b) the Horizon Long Term Incentive Plan (to the extent permitted under the terms of such plan and the terms of the Horizon Options outstanding under such plan) (in each case, as assumed by Sky Merger pursuant to the Horizon/Subsidiary Merger) shall in each case automatically be canceled and all rights with respect thereto shall cease to exist (other than the Sky Merger Stock Options outstanding and unvested CEC held by ▇▇▇▇▇▇▇ ▇▇▇▇). As of the Prime/Horizon Merger Effective Time, each Sky Merger Stock Option granted outstanding under the Horizon 1997 Stock Option Plan or the Horizon Director/Stock Option Plan and each other outstanding Sky Merger Option not canceled pursuant to the Caesars Entertainment Corporation 2012 Performance Incentive Plan immediately preceding sentence shall constitute an option to acquire, on the same terms and conditions as were applicable under such Sky Merger Stock Option (other than as provided in the proviso to this sentence), that number of Surviving Company Common Shares equal to the product of (A) 0.9193 times (B) the number of Sky Merger Common Shares subject to such Horizon Stock Option at an aggregate exercise price per share equal to the aggregate exercise price per share set forth in such Sky Merger Stock Option; provided, however, that (1) each option shall continue to be exercisable until its expiration date notwithstanding the termination of employment, death or disability of the optionee, and (2) the number of Surviving Company Common Shares that may be purchased upon exercise of such Sky Merger Stock Option shall not include any fractional shares and, upon the first such exercise of such Sky Merger Stock Option, a cash payment shall be amended to provide that it shall become vested made for any fractional shares calculated in accordance with and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Planmanner provided for calculations as to be paid in lieu of fractional shares as part of the Prime/Horizon Merger Consideration under Section 1.17(g). (iii) As soon as practical after the Closing Date, Prime shall file a registration statement under the Securities Act covering the shares issuable pursuant to the stock options assumed by the Surviving Entity or any Company pursuant to the provisions of its Subsidiaries or for Good Reason (as defined hereinSection 5.8(b), in either case within six (6) months following the Effective Time.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding and unexercised option to purchase shares of CAC Common Stock (eachFBKP Option which is then outstanding, a “CAC Stock Option”) willwhether or not exercisable, at the Effective Time, shall cease to represent an option a right to purchase CAC acquire shares of FBKP Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC PSB Common Stock, and PSB shall assume each FBKP Option, in accordance with the terms of the FBKP Stock (eachOption Plan, a “Converted Stock Option”) equal to the product (rounded down to FBKP Standby Options and the nearest whole share) of stock option agreements and certificates by which they are evidenced, except that from and after the Effective Date, (i) PSB and its Board of Directors or a duly authorized committee thereof shall be substituted for FBKP and FBKP's Board of Directors or duly authorized committee thereof administering such FBKP Stock Option Plan, (ii) each FBKP Option assumed by PSB may be exercised solely for shares of PSB Common Stock, (iii) the number of shares of CAC PSB Common Stock subject to such CAC Stock FBKP Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up shall be equal to the nearest whole cent) equal number of shares of FBKP Common Stock subject to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock FBKP Option immediately prior to the Effective Time. Immediately prior Date multiplied by the Applicable Exchange Ratio, provided that any fractional shares of PSB Common Stock resulting from such multiplication shall be rounded to the Effective Timenearest share, and (iv) the per share exercise price under each such FBKP Option shall be adjusted by dividing the per share exercise price under each such FBKP Option by the Applicable Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. Notwithstanding clauses (iii) and (i v) of the preceding sentence, each outstanding FBKP Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the IRC, and unvested CEC Stock Option granted under the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. PSB and FBKP agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(f). (ii) On the Effective Date, PSB shall deliver an assumption agreement expressly assuming the FBKP Standby Options in accordance with the terms of this Section 1.02(f)(i). As soon as practicable after the Effective Date, PSB shall deliver to each holder of the other FBKP Options an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to such FBKP Options shall continue in effect on the same terms and conditions, including without limitation the duration thereof, subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan adjustments required by Section 1.02(f)(i) hereof after giving effect to the Merger. Within 30 days after the Effective Date, PSB shall file a registration statement on Form S-3 or Form S-8, as the case may be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries successor or for Good Reason (as defined hereinother appropriate forms), in either case within six (6) months following with respect to the Effective Timeshares of PSB Common Stock subject to such options and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding.

Stock Options. Immediately (a) TARGET shall take all actions necessary to provide that, effective as of the date hereof, no further options to purchase TARGET Common Stock, whether vested or unvested (each a "TARGET Stock Option"), may be granted under TARGET's ------------------- 1992 Option Plan, the Director Plan and Omnibus Plan (collectively, "TARGET ------ Option Plans"). ------------ (b) Prior to the Effective Time, TARGET shall take all actions necessary to provide that all discretionary limitations imposed with respect to the exercise of any TARGET Stock Option be waived immediately prior to the Effective Time so that all such TARGET Stock Options shall be exercisable in full. (c) As of the Effective Time, each TARGET Stock Option shall be deemed to constitute a fully vested option to acquire, on the same terms and conditions as were applicable under such TARGET Stock Option immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares the whole number (disregarding any fractional shares) of CAC PARENT Common Stock (each, a “CAC as the holder of such TARGET Stock Option”) will, at Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase at a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the aggregate exercise price of for TARGET Common Stock otherwise purchasable pursuant to such CAC TARGET Stock Option Option, divided by (y) the Exchange Ratio, and each unvested CAC number of full shares of PARENT Common Stock deemed purchasable pursuant to such TARGET Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following ; provided, that references -------- in any TARGET Stock Option to TARGET, the board of directors of TARGET or any committee thereof, and any TARGET Stock Option Plan shall, commencing at the Effective Time, except for unless inconsistent with the amendment context, be to PARENT, the board of directors of PARENT or a committee thereof. The adjustments provided in this Section 5.05(c) with respect to TARGET Stock Options to which Section 421(a) of --------------- the Code applies shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeCode. Immediately At or prior to the Effective Time, each outstanding and unvested CEC TARGET shall make all necessary arrangements with respect to TARGET Stock Option granted under Plans to permit the assumption of any unexercised TARGET Stock Options by PARENT pursuant to this Section 5.05(c). Except as otherwise expressly provided in --------------- this Section 5.05 and to the Caesars Entertainment Corporation 2012 Performance Incentive Plan extent required under the respective terms of ------------ TARGET Stock Options, all restrictions or limitations on transfer with respect to TARGET Stock Options, to the extent that such restrictions or limitations shall be amended not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to provide that it shall become vested such options after giving effect to the Merger and exercisable the assumption by PARENT as set forth above. (at target performance levels, if applicabled) upon the optionee’s termination of employment without “cause” (As soon as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following practicable after the Effective Time., PARENT shall deliver to each holder of an outstanding TARGET Stock Option an appropriate notice setting forth such holder's rights pursuant to the respective TARGET Stock Option Plans and the agreement evidencing the grant of such TARGET Stock Option and that such TARGET Stock Option shall be assumed by PARENT and continue in effect on the same terms and conditions subject to the adjustments required by this Section 5.05 after giving effect to the Merger. PARENT shall comply with ------------ the terms of all such TARGET Stock Options and ensure, to the extent required by, and subject to the provisions of, any such TARGET Stock Option Plan that TARGET Stock Options which qualified for special tax treatment immediately prior to the Effective Time (after giving effect to the acceleration of vesting contemplated by Section 5.05(b)), continue to so qualify after the Effective --------------- Time. PARENT shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PARENT Common Stock for delivery pursuant to the terms set forth in this Section 5.05. ------------ (e) PARENT shall use reasonable efforts after the Effective Time to maintain the effectiveness of a registration statement under the Securities Act with respect to the issuance by PARENT of shares of PARENT Common Stock which may be issued pursuant to TARGET Stock Options as provided for above in this Section 5. 05. -------------

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common PBC Stock (each, a “CAC "PBC Stock Option”") will, at and all obligations of PBC under the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC PBC Stock Option Plans. Each and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC every PBC Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelssubject to, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under set forth in the CAC PBC Stock Plan for each CAC Option Plans and in the other documents governing such PBC Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such PBC Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of PBC Stock that were purchasable under such PBC Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such PBC Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended quotient determined by dividing (A) the exercise price per share of PBC Stock at which such PBC Stock Option was exercisable immediately prior to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeTime of the Merger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding PBC Stock Option a document evidencing the assumption of such PBC Stock Option by GBB pursuant to this Section 7.10. (b) GBB shall comply with the terms of the PBC Stock Option Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that PBC Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.10.

Stock Options. Immediately prior to (a) As soon as practicable following the Effective Timedate of this Agreement, each outstanding and unexercised option to purchase shares the Board of CAC Common Stock Directors of Megsinet (eachor, if appropriate, a “CAC committee of the Megsinet Board of Directors) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Megsinet Stock Option”) willOptions, whether vested or unvested, as necessary to provide that, at the Effective Time, cease each Megsinet Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under such Megsinet Stock Option, the CAC same number of shares of CoreComm Common Stock Plan for each CAC as the holder of such Megsinet Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Megsinet Stock Option in full immediately prior to the Effective Time, with any fractional shares of CoreComm Common Stock resulting from such calculation being rounded down to the nearest whole share, at a price per share of CoreComm Common Stock equal to (A) the aggregate exercise price for the shares of Megsinet Common Stock otherwise purchasable pursuant to such Megsinet Employee Stock Option divided by (B) the aggregate number of shares of CoreComm Common Stock deemed purchasable pursuant to such Megsinet Employee Stock Option, rounding the exercise price thus determined down to the nearest whole cent (each, as so adjusted, an "Adjusted Option"); and (ii) take such other actions relating to the Megsinet Stock Plan as Megsinet and CoreComm 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, CoreComm shall deliver to the holders of Megsinet Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the Megsinet Stock Plan and the agreements evidencing the grants of such Megsinet Stock Options and that such Megsinet Stock Options and agreements shall be assumed by CoreComm 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 whole or in part in accordance with its terms by delivering a properly executed notice of exercise to CoreComm, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the Megsinet Stock Plan. (d) Except as otherwise contemplated by this Section 5.5 and notwithstanding any terms of the Megsinet Stock Options to the contrary, all restrictions or limitations on transfer and vesting with respect to Megsinet Stock Options awarded under the Megsinet Stock Plan or any other plan, program or arrangement of Megsinet or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by CoreComm as set forth above. Immediately prior Prior to the Effective Time, Megsinet shall obtain, in a form reasonably acceptable to CoreComm, the consent of each outstanding and unvested CEC holder of a Megsinet Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable treatment set forth in this Section 5.4, including, without limitation, a waiver by each such optionee of any provision of any Megsinet Stock Option or any related agreement (at target performance levels, if applicableincluding any employment agreement) which would otherwise result in any lapse of restrictions or acceleration of vesting or exercisability upon the optionee’s termination signing of employment without “cause” (as defined in this Agreement, the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by consummation of the Surviving Entity transactions contemplated hereby, or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeother related event.

Stock Options. Immediately prior (a) At and as of the Effective Time and without further action by any Party, the stock option plan of Acquiror shall terminate. The Bancorp Stock Option Plan shall not terminate at the Effective Time but shall continue in effect and, for purposes of such Plan, this provision shall be deemed to be the making of appropriate provisions for such continuance. (b) At and as of the Effective Time, Bancorp shall grant substitute stock options pursuant to the Bancorp Stock Option Plan to each and every officer and employee of Acquiror who has at the Effective Time an outstanding and unexercised option to purchase shares of CAC Common Acquiror Stock (each, a “CAC "Acquiror Stock Option”) will, at Options"). Each and every substitute stock option so granted by Bancorp pursuant to the Effective Time, cease Bancorp Stock Option Plan to represent replace an Acquiror Stock Option shall retain the "vesting" schedule reflected in each of the respective stock option to purchase CAC Common agreements evidencing an Acquiror Stock Option and will shall be converted automatically into an option to purchase a exercisable for that number of whole shares of CEC Common Bancorp Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of CAC Common Acquiror Stock subject to that were purchasable under such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Acquiror Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Bancorp Stock. Further, each and every substitute stock option so granted by Bancorp pursuant to the Bancorp Stock Option Plan to replace an Acquiror Stock Option shall provide for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Acquiror Stock at which such Acquiror Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. At the Effective Time. Immediately , Bancorp shall issue to each holder of an outstanding Acquiror Stock Option a substitute stock option providing for the terms discussed above. (c) Bancorp shall use its best effort to assure that each holder of an Acquiror Stock Option which qualified as an incentive stock option prior to the Effective Time shall receive a substitute stock option pursuant to the Bancorp Stock Option Plan which will qualify as an incentive stock option. (d) At or prior to the Effective Time, Bancorp shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Bancorp Stock for delivery upon exercise of Acquiror Stock Options. (e) The vesting schedules of each and every stock option outstanding and unvested CEC on the date hereof granted pursuant to the Bancorp Stock Option Plan shall, as a result of the transaction contemplated by this Agreement, accelerate in accordance with the provisions of such Plan. Except as provided in subsection (f), each such option granted under pursuant to the Caesars Entertainment Corporation 2012 Performance Incentive Bancorp Stock Option Plan shall be amended terminate pursuant to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination provisions of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity such Plan on or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following before the Effective Time. (f) Bancorp shall make appropriate amendments to the Bancorp Stock Option Plan in order for each of the persons, who currently has an outstanding stock option granted under such Plan and who does not exercise such option and who is either specified on Exhibit 2.1(b) or is an officer or employee of Bancorp or Bank, to have the right to receive, in their discretion, a substitute stock option from Bancorp. Any substitute option granted pursuant to this subsection shall be on a fully vested basis and shall contain the same terms and conditions as the option for which it is substituted except that the number of shares of Bancorp Stock to which such substitute option pertains and the per share exercise price shall be adjusted in the same manner as provided in subsection (b) in the case of an Acquiror Stock Option provided that the reciprocal of the Exchange Ratio shall be used for purposes of such calculations. (g) Bancorp shall seek all required Consents to effect the amendments to the Bancorp Stock Option Plan contemplated by subsection (f). If, in the course of attempting to obtain such Consents, any Person attempts to delay unduly in granting such Consents (any delay beyond June 30, 1998 being considered to be undue) or to impose conditions or limitations which are applicable to the Bancorp Stock Option Plan or to any Party or would become applicable to Bancorp or the Surviving Bank after the Bank Merger which delays, conditions or limitations are ones which Acquiror reasonably and in good faith concludes would be materially burdensome to any Party or would materially adversely affect the Bancorp Stock Option Plan, its benefits or any of the transactions contemplated by this Agreement, then, in such event, (A) Bancorp shall forthwith withdraw its request or application for such Consent and (B) the provisions of subsection (f) shall not be carried into effect and such action shall be deemed to be full compliance with subsection (f). No person shall have any rights or claims against any Party in the event of such withdrawals in accordance with the preceding sentence.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plan and each outstanding option to purchase shares of Target Common Stock under such Plan, whether vested or unvested, shall be assumed by Acquiror. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan and related stock option agreement immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, rounded up to the nearest whole centcent and (iii) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each all unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it options shall become vested and exercisable (at target performance levels, if applicable) upon vested. It is the optionee’s termination intention of employment without “cause” (the parties that the options so assumed by Acquiror qualify following the Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately After the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time, each Time was a holder of an outstanding and unvested CEC option under the Target Stock Option granted Plan, a document evidencing the foregoing assumption of such option by Acquiror. Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under Target Options assumed in accordance with this Section 5.2. (b) All outstanding rights of Target which it may hold immediately prior to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Effective Time to repurchase unvested shares of Target Capital Stock (the "REPURCHASE OPTIONS") shall be amended terminated immediately at the Effective Time and the shares purchasable pursuant to provide that it the Repurchase Options shall become vested and exercisable be adjusted to reflect the Common Stock Exchange Ratio. (at target performance levels, if applicablec) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following At the Effective Time., the Target Warrants will be assumed by Acquiror pursuant to the Target Warrant Assumption Agreement attached hereto as Exhibit C.

Stock Options. Immediately prior to At the Effective Time, the unvested portion of each ------------- outstanding option to purchase Company Common Stock then outstanding under the Company's 1998 Stock Plan (the "Company Option Plan") or otherwise shall be assumed by Parent in accordance with the provisions described below: (i) At the Effective Time, the unvested portion of each outstanding and unexercised option to purchase shares of CAC Company Common Stock (eacheach an "Unvested Option" and together with the vested portion of each outstanding option, a “CAC Stock "Company Option”") willunder the Company Option Plan or otherwise shall be, at in connection with the Merger, assumed by Parent. Each Unvested Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and/or as provided in the respective option agreements governing such Unvested Option immediately prior to the Effective Time, cease to represent an option to purchase CAC Time except that (A) such Unvested Option shall be exercisable (when vested) for that number of whole shares of Common Stock and will be converted automatically into an option of Parent equal to purchase a the product of the number of shares of CEC Company Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Unvested Option immediately prior to the product Effective Time (assuming such Unvested Option was then fully vested) multiplied by the Option Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option of Parent, and (iiB) the Exchange Ratio, at an per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Unvested Option shall be equal to the quotient determined by dividing the exercise price per share (of Company Common Stock at which such Unvested Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. (ii) equal to (x) It is the exercise price intention of such CAC Stock Option divided the parties that the Unvested Options assumed by (y) Parent qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Code to the Effective Time, extent the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, Unvested Options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately prior Parent will use reasonable efforts to ensure that such assumed Unvested Options maintain their status as incentive stock options. (iii) As promptly as practicable following the Effective Time, Parent will issue to each holder of an outstanding and unvested CEC Stock Unvested Option granted under a document evidencing the foregoing assumption of such Unvested Option by Parent. (iv) To the extent Parent has waived the Closing condition set forth in Section 6.3(u) hereof, with respect to any holder of a Company Option, the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become unexercised, vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination portion of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following such Company Option outstanding on the Effective TimeTime shall, at the Effective Time and thereafter, represent the right to receive an amount of cash consideration (without interest) equal to (A) the Per Share Common Merger Consideration less the per share exercise price of such option multiplied by (B) the number of shares of Company Common Stock underlying such option.

Stock Options. Immediately (a) First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that options issued under the First Data Corporation 1992 Long Term Incentive Plan, the 2002 First Data Corporation Long Term Incentive Plan, the First Data Corporation 1993 Director’s Stock Option Plan, the Concord EFS, Inc. 1993 Incentive Stock Option Plan, the Concord EFS, Inc. 2002 Stock Option Plan, and the Star Systems, Inc. 2000 Equity Incentive Plan (collectively, the “First Data LTIPs”) to purchase First Data Common Stock (“First Data Stock Options”) held at the close of business on the Distribution Date by current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees and Business Employees whose employment terminated prior to the Effective Time, each outstanding Distribution Date (or their respective transferees) shall be replaced pursuant to the terms of the First Data LTIPs with an adjusted First Data Stock Option with an adjusted exercise price and unexercised a substitute option issued under The Western Union Company 2006 Long Term Incentive Plan or The Western Union Company 2006 Non-Employee Director Equity Compensation Plan (collectively the “Western Union LTIPs”) to purchase shares of CAC Western Union Common Stock (each, a “CAC Western Union Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and ). Such replacement will be converted automatically into an option to purchase implemented in a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to manner such that immediately following the product (rounded down to the nearest whole share) of Distribution (i) the number of shares relating to the adjusted First Data Stock Option will be equal to the number of CAC shares of First Data Common Stock subject to such CAC Stock Option and option immediately prior to the Distribution, (ii) the Exchange Rationumber of shares subject to the substitute Western Union Stock Option will be equal to the number of shares of Western Union Common Stock that the option holder would have received in the Distribution had the First Data Common Stock subject to the option represented outstanding shares of First Data Common Stock, at an and (iii) the per share option exercise price of the original First Data Stock Option will be proportionally allocated between such separate stock options based upon the relative per share trading prices of First Data Common Stock and Western Union Common Stock immediately after the Distribution (determined as described below), with the intention that such adjustment and substitution satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code. For purposes of this Agreement, the per share price of First Data Common Stock immediately after the Distribution shall be the per share closing price on the Distribution Date of such stock trading “with due bills” less the per share closing price of Western Union Common Stock trading on a “when issued” basis, and the per share price of Western Union Common Stock immediately after the Distribution shall be the closing price per share (rounded up to of such stock on the nearest whole cent) equal to (x) Distribution Date trading on a “when issued” basis. Each adjusted First Data Option and substituted Western Union Option adjusted from or substituted for an original First Data Option described in this Section 5.01(a), when combined, will in the exclusive and sole discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of such original First Data Option, and each will preserve the ratio from the original option of the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan fair market value of the stock subject to the option. Fractional shares shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (adjusted or compensated by First Data as defined appropriate in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment sole discretion of the unvested CAC Stock Options granted pursuant to Compensation Committee of the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination First Data Board of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeDirectors.

Stock Options. Immediately At the Effective Time, the Target Stock Option Plan and each outstanding option to purchase shares of Target Common Stock under the Target Stock Option Plan, whether vested or unvested, shall be assumed by Acquiror. In addition, Target's rights to repurchase shares of Target Common Stock under the Target Stock Option Plan shall be assigned to, and assumed by, Acquiror. Target has delivered to Acquiror a schedule (the "Option Schedule") which sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plan including the number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and (iii) each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan assumed option which provided for acceleration of vesting upon a change in control of Target shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, not accelerate in accordance with the foregoing. Following terms of the plan or agreement currently evidencing the assumed option but shall be eligible for acceleration in accordance with the terms of the assumption agreement entered into between Acquiror and the optionee. (a) It is the intention of the parties that the options so assumed by Acquiror qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Stock Options granted pursuant Code to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions extent such options qualified as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately Within 20 business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time, each Time was a holder of an outstanding and unvested CEC option under the Target Stock Option granted under to Plan a document evidencing the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable foregoing assumption of such option by Acquiror. (at target performance levels, if applicableb) upon the optionee’s termination of employment without “cause” Within fifteen (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan15) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following business days after the Effective Time, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) which will register the shares of Acquiror Common Stock subject to assumed options to the extent permitted by Federal securities laws and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option to purchase shares of CAC North Valley Common Stock (each, a “CAC Stock North Valley Option”) willgranted by North Valley pursuant to the North Valley Bancorp 1989 Director Stock Option Plan, the 1998 Employee Stock Incentive Plan and the 1999 Director Stock Option Plan, each such Plan governed by the laws of the state of California (collectively, the “North Valley Option Plans”) that is outstanding and unexercised immediately prior thereto shall be 100% vested and automatically converted into a 100% vested option to purchase shares of Sterling Common Stock (a “Sterling Option”) in an amount and at an exercise price determined as provided below and otherwise subject to the terms of the North Valley Option Plans: (a) The number of shares of Sterling Common Stock to be subject to each Sterling Option immediately after the Effective Time shall be equal to the product of the number of shares of North Valley Common Stock subject to the applicable North Valley Option immediately before the Effective Time, cease to represent an option to purchase CAC multiplied by 0.8261 (the “Option Exchange Ratio”), provided that any fractional shares of Sterling Common Stock and will resulting from such multiplication shall be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share; and (b) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an The exercise price per share (of Sterling Common Stock under each Sterling Option immediately after the Effective Time shall be equal to the exercise price per share of North Valley Common Stock under the applicable North Valley Option immediately before the Effective Time divided by the Option Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan . The adjustment provided herein shall be amended and is intended to provide be effected in a manner that it shall become vested is consistent with Section 424(a) of the Code. The duration and exercisable (at target performance levels, if applicable) upon the optionee’s termination other terms of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following each Sterling Option immediately after the Effective Time. Prior to Time shall be the Effective Time, same as the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, corresponding terms in accordance with the foregoing. Following effect immediately before the Effective Time, except for that all references to North Valley in the amendment of North Valley Option Plans (and the unvested CAC Stock Options granted pursuant to corresponding references in the Caesars Acquisition Company 2014 Performance Incentive Planoption agreement documenting such option), each Converted Stock Option will continue shall be deemed to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior references to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeSterling.

Stock Options. Immediately prior With respect to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number issuance of shares of CEC Common Stock (each, a “Converted Stock Option”) equal MBI common stock pursuant to the product (rounded down exercise of stock options granted under a Stock Option Plan, or under any other stock option plan or any stock-based incentive compensation plan that MBI may adopt in the future, Mallinckrodt shall have the right, in respect of each fiscal year of MBI beginning with its fiscal year ending March 31, 1996, to the nearest whole share) purchase from MBI all or any portion of (i) the number of shares of CAC Common Stock subject MBI common stock which it would be necessary for Mallinckrodt to such CAC Stock Option purchase in order to maintain the same percentage of ownership of issued and outstanding shares of MBI common stock that Mallinckrodt possessed as of the last day of that fiscal year without regard to shares of MBI common stock issued pursuant to the exercise of stock options during that fiscal year (or in the case of MBI's fiscal year ending March 31, 1996, after the date of this Agreement). For this purpose: (i) the issued and outstanding shares of MBI common stock as of the last day of MBI's fiscal year shall be determined assuming the conversion of all issued and outstanding MBI Securities convertible into shares of MBI common stock; and (ii) Mallinckrodt's percentage of ownership shall be determined solely in respect of shares of Common Stock and Other Common Stock owned by Mallinckrodt and its Affiliates and shall not take into account any Other MBI Securities which Mallinckrodt or an Affiliate of Mallinckrodt may own. MBI shall notify Mallinckrodt no later than 20 business days after the Exchange Ratioend of each fiscal year of MBI of the shares of MBI common stock which Mallinckrodt is entitled to purchase under this Section 6.04 in respect of that fiscal year. Mallinckrodt shall have twenty (20) business days from the date of receipt of MBI's notice in which to advise MBI whether or to what extent Mallinckrodt elects to exercise its rights under this Section 6.04. If Mallinckrodt does not respond, or if Mallinckrodt indicates that it will not exercise its rights, Mallinckrodt shall be considered irrevocably to have waived its rights under this Section 6.04 with respect to the fiscal year in question. If Mallinckrodt timely advises MBI that Mallinckrodt will exercise its rights, Mallinckrodt shall have the right to acquire all or any portion of the number of shares of MBI common stock which it is entitled to purchase at an exercise a price per share (rounded up equal to the nearest whole cent) equal to (x) market price on the date Mallinckrodt advises MBI that it will exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan its rights. Closing shall be amended to provide as soon as practicable after Mallinckrodt advises MBI that it will exercise its rights under this Section 6.04. At closing, Mallinckrodt and MBI shall become vested provide customary and exercisable (at target performance levels, if applicable) upon appropriate representations to one another regarding the optionee’s termination purchase and sale of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) MBI common stock being purchased by Mallinckrodt and shall also provide any additional documentation reasonably requested by the Surviving Entity or any other party (for example, an appropriate opinion of its Subsidiaries or for Good Reason (as defined hereincounsel), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately prior At the Closing, all options to purchase shares in KnowledgeWell then outstanding and unexercised under the Effective TimeKnowledgeWell Limited 1998 Share Option Plan or the KnowledgeWell Group Limited 1998 Share Option Plan (collectively, the "KnowledgeWell Option Plans") shall be assumed by CBT in accordance with provisions described below. (a) At the Closing, each outstanding and unexercised option to purchase shares "A" Ordinary Shares of CAC Common Stock US$0.25 each in the capital of KW Limited (each"KW Limited Options") or Ordinary Shares of US$0.01 each in the capital of KW Group ("KW Group Options" and, a “CAC Stock Option”collectively with KW Limited Options, "KnowledgeWell Options")) willunder the KnowledgeWell Option Plans, at whether vested or unvested, shall be, in connection with the Effective TimeShare Exchange, cease assumed by CBT. Each KnowledgeWell Option so assumed by CBT under this Agreement shall continue to represent an have, and be subject to, the same terms and conditions set forth in the KnowledgeWell Option Plans and/or as provided in the respective option agreements governing such KnowledgeWell Option immediately prior to purchase CAC Common Stock and will the Closing, except that (A) such KnowledgeWell Option shall be converted automatically into an option exercisable for that number of whole CBT Ordinary Shares equal to purchase a the product of the number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal KnowledgeWell that were issuable upon exercise of such KnowledgeWell Option immediately prior to the product (Closing multiplied by the Exchange Ratio rounded down to the nearest whole share) number of CBT Ordinary Shares and (iB) the number per share exercise price for the CBT Ordinary Shares issuable upon exercise of shares of CAC Common Stock subject such assumed KnowledgeWell Option shall be equal to the quotient determined by dividing the exercise price per share at which such CAC Stock KnowledgeWell Option and (ii) was exercisable immediately prior to the Closing by the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent. (b) equal to (x) It is the exercise price intention of such CAC Stock Option divided the parties that KnowledgeWell Options assumed by (y) CBT qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Closing as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent KnowledgeWell Options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable Closing. (at target performance levels, if applicablec) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months Promptly following the Effective TimeClosing, CBT will issue to each holder of an outstanding KnowledgeWell Option a document evidencing the foregoing assumption of such KnowledgeWell Option by CBT.

Stock Options. Immediately prior to (i) On the Effective TimeDate, each outstanding and unexercised option (a "CIB Option") to purchase one or more shares of CAC CIB Common Stock (each, a “CAC Stock Option”) will, at issued by CIB and outstanding on the Effective TimeDate, whether or not such option is exercisable on the Effective Date, shall, by virtue of the Merger, cease to represent an option to purchase CAC Common Stock be outstanding and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC NPB Common Stock subject which the optionholder would have been entitled to receive in the Merger had such CAC Stock Option and (ii) option been exercised in full immediately prior to the Exchange RatioEffective Date, at an exercise price per share (rounded up of NPB Common Stock equal to the nearest whole cent) equal to (x) the per share exercise price of such CAC Stock the CIB Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted having other terms and conditions identical to those of the option exchanged (including forfeiture, acceleration and expiration date provisions). The adjustment provided herein with respect to any options which are "incentive stock options", as defined in Section 422 of the IRC, shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. (ii) As soon as practicable after the Effective Date, NPB shall deliver to the holders of CIB Options appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC CIB Stock Option to be convertedPlans, assumed and amended, as applicable, the agreements evidencing the grants of such CIB Options shall continue in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by effect on the same terms and conditions as were applicable under (subject to the CAC Stock Plan for each CAC adjustments required by this Section 1.02(f) after giving effect to the Merger and the terms of the CIB Stock Option immediately Plans). NPB shall comply with the terms of the CIB Stock Option Plans and shall take such reasonable steps as are necessary or required by, and subject to the provisions of, such CIB Stock Option Plans, to have the CIB Options, if any, which qualified as "incentive stock options" prior to the Effective TimeDate, continue to qualify as "incentive stock options" after the Effective Date. (iii) NPB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of CIB Options in accordance with this Agreement. Immediately prior Promptly after the Effective Date, NPB shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor other appropriate forms), with respect to the Effective Timeshares of NPB Common Stock subject to such options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereon) for so long as such options remain outstanding. With respect to those individuals who, each outstanding and unvested CEC Stock Option granted under subsequent to the Caesars Entertainment Corporation 2012 Performance Incentive Plan Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, NPB shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon administer the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.CIB

Stock Options. Immediately prior to (a) As of the Effective Time, each of the stock options listed in Section 5.4(b) of the VTN Disclosure Memorandum (the "VTN Stock Options") which is outstanding as of the date hereof and unexercised option to purchase shares has not expired as of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock Time shall be assumed by Premiere and will be converted automatically into an option (or a new substitute option shall be granted) to purchase a the number of shares of CEC Premiere Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) equal to the number of shares of CAC VTN Common Stock subject to such CAC the VTN Stock Option and (ii) multiplied by the Exchange Ratio, Ratio at an exercise price per share of Premiere Common Stock (rounded up to the nearest whole cent▇▇▇▇▇) equal to (x) the former exercise price per share of VTN Common Stock under such CAC Stock Option option immediately prior to the Effective Time divided by (y) the Exchange Ratio; provided, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide however, that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or case of any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC VTN Stock Option to -------- ------- which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be convertedadjusted, assumed and amendedif necessary, as applicableto comply with Section 424(a) of the Code, provided however, no adjustment shall be made which could, in accordance with the foregoing. Following the Effective Timereasonable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, except preclude pooling of interests accounting treatment for the amendment of Merger. Except as provided above, the unvested CAC converted or substituted options for Premiere Common Stock Options granted pursuant shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by substantially the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable under the CAC to VTN Stock Plan for each CAC Stock Option Options immediately prior to the Effective Time. Immediately Premiere acknowledges that all outstanding VTN Stock Options specifically disclosed herein will become fully vested immediately prior to the Effective Time in accordance with the terms of the agreements relating thereto, except to the ------------- extent that any such vesting would preclude pooling of interest accounting -------------------------------------------------------------------------- treatment for the Merger. ------------------------ (b) Premiere agrees that (i) within fifteen (15) days after the Effective Time it will cause to be filed one or more registration statements on Form S-8 under the Securities Act, or amendments to its existing registration statements on Form S-8 or amendments to such other registration statements as may be available, in order to register the Premiere Common Stock issuable upon exercise of the aforesaid converted VTN Stock Options (the "Underlying Stock"), provided, however, that no such Form S-8 is required to be filed if Premiere has registered sufficient shares under its current S-8 to cover all the Underlying Stock plus all shares underlying stock options currently outstanding and issuable not otherwise exempt from registration, and (ii) at or prior to the Effective Time, each outstanding and unvested CEC Premiere shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Premiere Common Stock Option granted under for delivery upon exercise of the options substituted pursuant to this Section 3.6. The consummation of the Caesars Entertainment Corporation 2012 Performance Incentive Plan Merger shall not be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s treated as a termination of employment without “cause” (as defined in for purposes of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeVTN Option Plans.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of Ascend (or, if appropriate, any committee administering the Ascend Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the Effective Timefollowing: (i) adjust the terms of all outstanding Ascend Stock Options granted under Ascend Stock Plans, each outstanding and unexercised option whether vested or unvested, as necessary to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) willprovide that, at the Effective Time, cease each Ascend Stock Option out standing immediately prior to represent an option to purchase CAC Common Stock the Effective Time shall be amended and will be converted automatically into an option to purchase a acquire, on the same terms and conditions as were applicable under such Ascend Stock Option (as modified by the terms of an agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and the holder of such Ascend Stock Option as disclosed to Lucent prior to the date hereof), the same number of shares of CEC Lucent Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) as the holder of (i) the number of shares of CAC Common Stock subject to such CAC Ascend Stock Option and (ii) would have been entitled to receive pursuant to the Exchange RatioMerger had such holder exercised such Ascend Stock Option in full immediately prior to the Effective Time, at an exercise a price per share of Lucent Common Stock (rounded up to the nearest whole cent) equal to (xA) the aggregate exercise price for the shares of Ascend Common Stock otherwise purchasable pursuant to such CAC Ascend Stock Option divided by (yB) the Exchange Ratio, and each unvested CAC aggregate number of shares of Lucent Common Stock deemed purchasable pursuant to such Ascend Stock Option granted pursuant (each, as so adjusted, an "Adjusted Option"); and (ii) make such other changes to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended Ascend Stock Plans as Ascend and Lucent may agree are appropriate to provide that it shall become vested and exercisable give effect to the Merger, including as provided in Section 5.07. (at target performance levels, if applicableb) upon the optionee’s termination of employment without “cause” (As soon as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to practicable after the Effective Time, Lucent shall deliver to the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment holders of the unvested CAC Ascend Stock Options granted appropriate notices setting forth such holders' rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted respective Ascend Stock Option will Plans and the agreements evidencing the grants of such Ascend Stock Options and that such Ascend Stock Options and agreements shall be assumed by Lucent and shall continue to be governed by in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Lucent, together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related Ascend Stock Plan. (d) Except as were applicable otherwise contemplated by this Section 5.06 and except to the extent required under the CAC respective terms of the Ascend Stock Plan for each CAC Options or any agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and a holder of Ascend Stock Option immediately Options (as disclosed to Lucent prior to the Effective Time. Immediately prior date hereof), all restrictions or limitations on transfer and vesting with respect to Ascend Stock Options awarded under the Effective TimeAscend Stock Plans or any other plan, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination program or arrangement of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Ascend or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.its

Stock Options. Immediately prior to ECC and the Effective TimeCompany shall take any and all action as shall be necessary or appropriate so that outstanding options issued under the Amended and Restated EchoStar Communications Corporation 1995 Stock Incentive Plan, each outstanding the EchoStar Communications Corporation 1999 Stock Incentive Plan, the EchoStar Communications Corporation 2001 Nonemployee Director Stock Option Plan and unexercised option the ECC 1995 Nonemployee Director Stock Option Plan) (collectively, the “ECC SIPs”) to purchase shares of CAC ECC Class A Common Stock (each, “ECC Stock Options”) held at the close of business on the Distribution Date by current and former employees and directors of ECC and its Subsidiaries and Affiliates (or their respective transferees) shall be replaced pursuant to the terms of the ECC SIPs with an adjusted ECC Stock Option with an adjusted exercise price and a substitute option under the EchoStar Holding Corporation Transition Stock Incentive Plan (the “Company SIP”) to purchase Company Class A Common Stock (a “CAC Company Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and ). Such replacement will be converted automatically into an option to purchase implemented in a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to manner such that immediately following the product (rounded down to the nearest whole share) of Distribution (i) the number of shares relating to the adjusted ECC Stock Option will be equal to the number of CAC shares of ECC Class A Common Stock subject to such CAC Stock Option and option immediately prior to the Distribution, (ii) the Exchange Rationumber of shares subject to the substitute Company Stock Option will be equal to the number of shares of Company Class A Common Stock that the option holder would have received in the Distribution had the ECC Class A Common Stock subject to the option represented outstanding shares of ECC Class A Common Stock, at an and (iii) the per share option exercise price of the original ECC Stock Option will be proportionally allocated between such separate stock options based upon the relative per share trading prices of ECC Class A Common Stock and the Company Class A Common Stock immediately following the Distribution, with the intention that such adjustment and substitution satisfy the requirements of Section 424 of the Code and avoid treatment as non–qualified deferred compensation subject to Section 409A of the Code. Each adjusted ECC Stock Option and substituted Company Stock Option adjusted from or substituted for an original ECC Stock Option described in this Section 5.01 (rounded up a), when combined, will in the exclusive and sole discretion of the administrative committee established pursuant to the nearest whole centapplicable ECC SIP (the “ECC SIP Committee”) equal to (x) preserve the intrinsic value of such original ECC Option, and each will preserve the ratio from the original option of the exercise price to the fair market value of the stock subject to the option. Fractional shares shall be adjusted or compensated by ECC as appropriate in the sole discretion of the ECC SIP Committee. All employment with both ECC and the Company shall be taken into account for purposes of determining the vesting and exercisability provisions of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeawards.

Stock Options. Immediately As of the Effective Time, each outstanding option to purchase shares of Sicor Common Stock under the Sicor Stock Plans (a "Sicor Option"), whether or not exercisable or vested, shall be assumed by Teva and shall automatically be converted into an option to purchase Teva Ordinary Shares in the form of Teva ADSs, to be evidenced by Teva ADRs upon exercise, in an amount and at an exercise price as determined in accordance with this Section 3.1(d). Teva shall assume each Sicor Stock Plan to the extent necessary to assume the Sicor Options and, in the event Teva does not have sufficient registered Teva ADRs to cover the assumed Sicor Options, Teva shall, as promptly as practicable after the execution and delivery of this Agreement, prepare and file with the SEC a Registration Statement with respect to the Teva ADSs issuable upon the exercise thereof and shall use its best efforts to cause the Registration Statement to become effective under the Securities Act as soon as practicable after the date of such filing (and in any event prior to the Effective Time) and to comply with state securities law and "blue sky" laws with respect thereto. Each Sicor Option so assumed will be subject to, and exercisable and vested on, the same terms and conditions as under such Sicor Option as of the Effective Time, except that each assumed Sicor Option shall constitute an option to acquire that number of Teva ADSs (rounded down to the nearest number of whole Teva ADSs on a holder-by-holder basis) equal to (a) the number of Teva ADSs that the holder of such Sicor Option would have been entitled to receive pursuant to the Merger had such holder exercised such Sicor Option in full immediately prior to the Effective Time plus (b) a number of Teva ADSs determined by dividing (i) the amount of Cash Consideration that the holder of such Sicor Option would have been entitled to receive pursuant to the Merger had such holder exercised such Sicor Option in full immediately prior to the Effective Time by (ii) the closing price per ADS of Teva ADSs on the Business Day immediately prior to the Effective Time as reported by The Nasdaq Stock Market, Inc. ("Nasdaq") National Market System on the Business Day immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share Teva ADS (rounded up to the nearest whole cent▇▇▇▇▇) equal to (x) the aggregate exercise price for the shares of Sicor Common Stock which otherwise could have been purchased pursuant to such CAC Stock Sicor Option immediately prior to the Effective Time divided by (y) the Exchange Ratio, aggregate number of Teva ADSs deemed to be purchasable (the sum of the amount in clauses (a) and each unvested CAC Stock Option granted (b) above) pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended such assumed Sicor Option pursuant to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoingthis Section 3.1(d). Following the Effective Time, except for the amendment The conversion of the unvested CAC Stock Sicor Options granted pursuant provided for in this Section 3.1(d) with respect to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue any options which are intended to be governed by "incentive stock options" (as such term is defined in Section 422 of the same terms and conditions Internal Revenue Code of 1986, as were applicable under amended (the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan "Code")) shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicableeffected in a manner consistent with Section 424(a) upon of the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeCode.

Stock Options. Immediately prior to the Effective Time, each (a) Each outstanding and unexercised option to purchase shares of CAC MediaOne Common Stock granted under any stock option or compensation plans or arrangements (each, a “CAC "MediaOne Stock Option”) will"), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, cease each MediaOne Stock Option outstanding immediately prior to represent the Effective Time shall be deemed to constitute an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such MediaOne Stock Option (including terms regarding vesting), the same number of shares of Comcast Common Stock as the holder of such MediaOne Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such MediaOne Stock Option in full immediately prior to the Effective Time, at a price per share of Comcast Common Stock equal to (A) the aggregate exercise price for the shares of MediaOne Common Stock otherwise purchasable pursuant to such MediaOne Stock Option divided by (B) the aggregate number of shares of Comcast Common Stock deemed purchasable pursuant to such MediaOne Stock Option (each, as so adjusted, an "Adjusted Option"); provided that any fractional share of Comcast Common Stock resulting from an aggregation of all the shares of a holder subject to MediaOne Stock Option shall be rounded up to the nearest whole share, and provided further that, for any MediaOne Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) Comcast shall take such actions as are necessary for the assumption of the MediaOne Stock Options pursuant to this Section 3.4 and any obligations to issue MediaOne Common Stock under the existing terms of any other plans, agreements or arrangements of MediaOne covering any current or former employee or director of MediaOne or any MediaOne Subsidiary, including the reservation, issuance and listing of Comcast Common Stock as is necessary to effectuate the transactions contemplated by this Section 3.4. Immediately prior Comcast shall prepare and file with the SEC a registration statement on Form S-8 (or any other appropriate form) or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Comcast Common Stock subject to the Adjusted Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Adjusted Options (and to maintain the current status of the prospectus contained therein) for so long as such Adjusted Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, each outstanding and unvested CEC will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Comcast shall use all reasonable efforts to administer any Adjusted Options issued pursuant to this Section 3.4 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent that the MediaOne Stock Option granted under in respect of which such Adjusted Option has been issued complied with such rule prior to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeMerger.

Stock Options. Immediately prior to (a) As of the Effective Time, each of the stock options listed in Section 5.4(b) of the VTE Disclosure Memorandum (the "VTE Stock Options") which is outstanding as of the date hereof and unexercised option to purchase shares has not expired as of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock Time shall be assumed by Premiere and will be converted automatically into an option (or a new substitute option shall be granted) to purchase a the number of shares of CEC Premiere Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) equal to the number of shares of CAC VTE Common Stock subject to such CAC the VTE Stock Option and (ii) multiplied by the Exchange Ratio, Ratio at an exercise price per share of Premiere Common Stock (rounded up to the nearest whole cent▇▇▇▇▇) equal to (x) the former exercise price per share of VTE Common Stock under such CAC Stock Option option immediately prior to the Effective Time divided by (y) the Exchange Ratio; provided, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide however, that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or case of any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC VTE Stock Option to -------- ------- which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be convertedadjusted, assumed and amendedif necessary, as applicableto comply with Section 424(a) of the Code, provided however, no adjustment shall be made which could, in accordance with the foregoing. Following the Effective Timereasonable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, except preclude pooling of interests accounting treatment for the amendment of Merger. Except as provided above, the unvested CAC converted or substituted options for Premiere Common Stock Options granted pursuant shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by substantially the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable under the CAC to VTE Stock Plan for each CAC Stock Option Options immediately prior to the Effective Time. Immediately Premiere acknowledges that all outstanding VTE Stock Options specifically disclosed herein will become fully vested immediately prior to the Effective Time in accordance with the terms of the agreements relating thereto, except to the ------------- extent that any such vesting would preclude pooling of interest accounting -------------------------------------------------------------------------- treatment for the Merger. ------------------------ (b) Premiere agrees that (i) within fifteen (15) days after the Effective Time it will cause to be filed one or more registration statements on Form S-8 under the Securities Act, or amendments to its existing registration statements on Form S-8 or amendments to such other registration statements as may be available, in order to register the Premiere Common Stock issuable upon exercise of the aforesaid converted VTE Stock Options (the "Underlying Stock"), provided, however, that no such Form S-8 is required to be filed if Premiere has registered sufficient shares under its current S-8 to cover all the Underlying Stock plus all shares underlying stock options currently outstanding and issuable not otherwise exempt from registration, and (ii) at or prior to the Effective Time, each outstanding and unvested CEC Premiere shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Premiere Common Stock Option granted under for delivery upon exercise of the options substituted pursuant to this Section 3.6. The consummation of the Caesars Entertainment Corporation 2012 Performance Incentive Plan Merger shall not be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s treated as a termination of employment without “cause” (as defined in for purposes of the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeVTE Option Plans.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”a) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to At the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary obligation to cause issue shares under each CAC then outstanding option to purchase USOL Common Stock (each a "USOL STOCK OPTION") granted under USOL's Stock Option to be convertedPlan, assumed and as amended, as applicableshall be assumed by FLCI and each such option shall be converted into an option to acquire, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such USOL Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC the whole number of shares of FLCI Common Stock as the holder of such USOL Stock Option granted under would have been entitled to receive pursuant to the Caesars Entertainment Corporation 2012 Performance Incentive Plan 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). The exercise price of the options shall be amended a price per share equal to provide the exercise price for shares of USOL Common Stock otherwise purchasable pursuant to such USOL Stock Option; PROVIDED, HOWEVER, that it the exercisability or the other vesting of the assumed options and the underlying stock shall become vested continue to be determined by reference to stock option agreements executed pursuant to USOL's Stock Option Plan; and exercisable (at target performance levelsPROVIDED FURTHER, if applicable) upon that references in any USOL Stock Option to USOL, the optionee’s termination Board of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity Directors of USOL or any of its Subsidiaries or for Good Reason (as defined herein)committee thereof, in either case within six (6) months following and any USOL Stock Option Plan, shall, commencing at the Effective Time, unless inconsistent with the context, be to FLCI, the board of directors of FLCI or a committee thereof, and FLCI's 1998-1999 Combined Incentive Stock Option and Nonqualified Stock Option Plan, respectively. (b) As soon as practicable after the Effective Time, FLCI shall deliver to each holder of an outstanding USOL Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and such USOL Stock Option shall continue in effect on the same terms and conditions. FLCI shall comply with the terms of all such USOL Stock Options and ensure, to the extent required by, and subject to the provisions of, any USOL Stock Plan, that USOL Stock Options which qualified for special tax treatment prior to the Effective Time continue to so qualify after the Effective Time. FLCI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of FLCI Common Stock for delivery pursuant to the terms set forth in this Section 6.5. (c) FLCI shall use its reasonable best efforts after the Effective Time to file and maintain the effectiveness of a registration statement under the Securities Act with respect to the issuance by FLCI of shares of FLCI Common Stock which may be issued pursuant to the USOL Stock Options as provided for above in this Section 6.5.

Stock Options. Immediately prior to At the Effective Time, each all outstanding and unexercised option employee and director options to purchase shares of CAC SouthTrust Common Stock (each, a “CAC "SouthTrust Stock Option”") will, at the Effective Time, will cease to represent an option to purchase CAC SouthTrust Common Stock and will be converted automatically into an option options to purchase a number of shares of CEC Wachovia Common Stock (each, a “Converted "Wachovia Stock Option”) equal "), and Wachovia will assume each SouthTrust Stock Option subject to its terms, according to the instruments governing the SouthTrust Stock Option, it being acknowledged and agreed that each such automatically converted SouthTrust Stock Option shall immediately vest at the Effective Time; provided that after the Effective Time: (a) the number of shares of Wachovia Common Stock purchasable upon exercise of each SouthTrust Stock Option will equal the product of (1) the number of shares of SouthTrust Common Stock that were purchasable under the SouthTrust Stock Option immediately before the Effective Time and (2) the Exchange Ratio, rounded to the nearest whole share; and (b) the per share exercise price for each SouthTrust Stock Option will equal the quotient of (1) the per share exercise price of the SouthTrust Stock Option in effect immediately before the Effective Time and (2) the Exchange Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each SouthTrust Stock Option that is intended to be an "incentive stock option" (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares will be rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) and, where necessary, the Exchange Ratio, at an per share exercise price per share (will be rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to Before the Effective Time, the CAC Board shall adopt appropriate resolutions and Wachovia will take all other actions corporate action necessary to cause each CAC reserve for issuance a sufficient number of shares of Wachovia Common Stock Option to be converted, assumed and amended, as applicable, for delivery upon exercise of Wachovia Stock Options in accordance with the foregoingthis Section 3.07. Following As soon as practicable after the Effective Time, except for Wachovia will file one or more appropriate registration statements (on Form S-3 or Form S-8 or any successor or other appropriate forms) with respect to the amendment Wachovia Common Stock underlying the Wachovia Stock Options described in this Section 3.07, and will use all reasonable best efforts to maintain the effectiveness of those registration statements and the current status of the unvested CAC related prospectuses for so long as the SouthTrust Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timeremain outstanding.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plans and each outstanding option (other than Vested Options) to purchase shares of Target Common Stock under the Target Stock Option Plans that is unexercised as of the Effective Time shall be assumed by Acquiror. Vested Options under the Target Stock Option Plans shall be treated in accordance with Section 1.6 of this Agreement. Target has delivered to Acquiror a schedule (the "Option Schedule") which sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plans including the number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by a fraction, the numerator of which is the Per Share Consideration and the denominator of which is the Closing Price and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by a fraction, the numerator of which is the Per Share Consideration and the denominator of which is the Closing Price, rounded up to the nearest whole cent) equal to (x) . It is the exercise price intention of such CAC Stock Option divided the parties that the options so assumed by (y) Acquiror qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.Within twenty

Stock Options. Immediately At the Effective Time, all outstanding NurLogic Options (whether or not exercisable at such time) under NurLogic’s 1997 Stock Incentive Plan and 2000 Stock Incentive Plan (collectively, the “Option Plans”) or otherwise, shall remain outstanding following the Effective Time and shall be assumed by Parent in accordance with provisions described below. (i) Each NurLogic Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Option Plan and/or as provided in the respective option agreement governing such NurLogic Option immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (A) such NurLogic Option shall be exercisable for that number of whole shares of CAC Parent Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC NurLogic Common Stock that were issuable (each, a “Converted Stock Option”in the event of full vesting) equal upon exercise of such NurLogic Option immediately prior to the product (Effective Time multiplied by the Common Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Parent Common Stock subject to such CAC Stock Option and (iiB) the Exchange Ratio, at an per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed NurLogic Option shall be equal to the quotient determined by dividing the exercise price per share (of NurLogic Common Stock at which such NurLogic Option was exercisable immediately prior to the Effective Time by the Options Exchange Ratio, rounded up to the nearest whole cent. (ii) equal In the case of any NurLogic Option to which Section 421 of the Internal Revenue Code of 1986, as amended (xthe “Code”) applies by reason of its qualification under Section 422 of the Code (“qualified stock option”), the option price, the number of shares purchasable pursuant to such assumed Parent Common Stock option and the terms and conditions of exercise price of such CAC assumed Parent Common Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan option shall be amended determined in order to provide that it shall become vested and exercisable comply with Section 424(a) of the Code. (at target performance levels, if applicableiii) upon the optionee’s termination of employment without “cause” (As soon as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to practicable after the Effective Time, Parent shall deliver to the CAC Board shall adopt holders of NurLogic Options appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted notices setting forth such holders’ rights pursuant to the Caesars Acquisition Company 2014 Performance Incentive PlanOption Plans, each Converted Stock Option will continue and the agreements evidencing the grants of such NurLogic Options shall be deemed to be governed by appropriately amended so that such NurLogic Options shall represent rights to acquire Parent Common Stock on the same terms and conditions as were applicable under contained in the CAC Stock Plan for each CAC Stock outstanding NurLogic Options (subject to the adjustments required by this Section 4.1(f) after giving effect to the assumption by Parent as set forth above). Parent shall comply with the terms of the Option immediately Plans and use commercially reasonable efforts to ensure, to the extent permitted by the Code and to the extent required by, and subject to the provisions of, the Option Plans, that NurLogic Options which qualified as qualified stock options prior to the Effective Time. Immediately prior Time continue to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination qualify as qualified stock options of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following Parent after the Effective Time. (iv) Notwithstanding anything to the contrary in this Section 4.1, in lieu of assuming outstanding NurLogic Options in accordance with this Section 4.1(f), Parent may, at its election, cause such outstanding NurLogic Options to be replaced by issuing substantially similar replacement stock options in substitution therefor pursuant to a stock option plan of Parent, which is substantially similar to the Option Plans.

Stock Options. Immediately Each Pentair Option that is outstanding immediately prior to the Effective TimeTime shall be converted as of the Effective Time into either or both an Adjusted Pentair Option and an nVent Option as described below: (A) Stock Options Granted on or After May 9, 2017. Except as set forth on Schedule 4.01, each outstanding and unexercised option to purchase shares of CAC Common Stock such Pentair Option granted on or after May 9, 2017, will be adjusted as follows: (each1) If the Pentair Option is held by a Pentair Group Employee, a “CAC Stock Former Pentair Group Employee, a Pentair Director or a Former Pentair Director then such option shall be converted as of the Effective Time into an Adjusted Pentair Option”, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) willafter the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, at including in this Section 4.01(c)(A)(1) and Section 4.01(f)); provided, however, that from and after the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a : a) the number of shares of CEC Common Stock (eachPentair Ordinary Shares subject to such Adjusted Pentair Option, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) , shall be equal to the product of (i1) the number of shares of CAC Common Stock Pentair Ordinary Shares subject to such CAC Stock the corresponding Pentair Option and immediately prior to the Effective Time multiplied by (ii2) the Exchange Pentair Ratio, at an ; and b) the per share exercise price per share (of such Adjusted Pentair Option, rounded up to the nearest whole cent) , shall be equal to the quotient of (x1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (2) the Pentair Ratio. (2) If the Pentair Option is held by an nVent Group Employee, a Former nVent Group Employee, or a Transferred Director then such option shall be converted as of the Effective Time into an nVent Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(2) and Section 4.01(f)); provided, however, that from and after the Effective Time: a) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (2) the nVent Ratio; and b) the per share exercise price of such CAC Stock nVent Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (y2) the Exchange nVent Ratio. (B) Stock Options Granted Prior to May 9, 2017. Each such Pentair Option granted prior to May 9, 2017, regardless of by whom held, shall be converted as of the Effective Time into both an Adjusted Pentair Option and an nVent Option, and each unvested CAC Stock such Adjusted Pentair Option granted pursuant and nVent Option shall be subject to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended same terms and conditions (including with respect to provide vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(B) and Section 4.01(f)); provided, however, that it shall become vested from and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following after the Effective Time: (1) the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Value Factor; (2) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Distribution Ratio multiplied by (c) the Value Factor; (3) the per share exercise price of such Adjusted Pentair Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the Pentair Ratio; and (4) the per share exercise price of such nVent Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the nVent Ratio. Prior Notwithstanding anything to the contrary in this Section 4.01(c), the exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to each Adjusted Pentair Option and nVent Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code. In addition, in the case of any Pentair Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the CAC Board shall adopt appropriate resolutions exercise price, the number of Pentair Ordinary Shares and take all other actions necessary nVent Ordinary Shares subject to cause each CAC Stock Option to be convertedsuch option, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan of exercise of such option shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicabledetermined in a manner consistent with the requirements of Section 424(a) upon of the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeCode.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plans and each outstanding option to purchase shares of Target Common Stock under the Target Stock Option Plans, whether vested or unvested, shall be assumed by Acquiror. Target has delivered to Acquiror a schedule which is attached hereto as Schedule 5.16 (the "Option Schedule") which sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plans including the number of shares of Target Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plans immediately prior to the Effective Time, each outstanding and unexercised except that (i) such option to purchase shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such option immediately prior to the product (Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole cent) equal to (x) . It is the exercise price intention of such CAC Stock Option divided the parties that the options so assumed by (y) Acquiror qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately incentive stock options prior to the Effective Time. Immediately Within five (5) business days after the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plans a document in form and substance satisfactory to Target evidencing the foregoing assumption of such option by Acquiror. (b) Acquiror shall comply with the terms of the Target Stock Option Plans and ensure, to the extent required by, and subject to the provisions of, such Target Stock Option Plans, that Target Stock Options which qualified as incentive stock options prior the Effective Time continue to quality as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under Target Stock Options assumed in accordance with this Section 5.16. At or prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shares of Acquiror Common Stock subject to such options and shall be amended use its best efforts to provide that it shall become vested maintain the effectiveness of such registration statement or registration statements (and exercisable (at target performance levels, if applicablemaintain the current status of the prospectus or prospectuses contained therein) upon the optionee’s termination of employment without “cause” (for so long as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately prior to (a) At and as of the Effective TimeTime of the Merger, GBB shall assume each and every outstanding and unexercised option to purchase shares of CAC Common MDB Stock (each, a “CAC "MDB Stock Option”") will, at and all obligations of MDB under the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC MDB Stock Option Plan. Each and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC every MDB Stock Option divided so assumed by (y) the Exchange RatioGBB under this Agreement shall continue to have, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levelssubject to, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under set forth in the CAC MDB Stock Option Plan for each CAC and in the other documents governing such MDB Stock Option immediately prior to the Effective Time. Immediately Time of the Merger, except that: (i) such MDB Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of MDB Stock that were purchasable under such MDB Stock Option immediately prior to the Effective TimeTime of the Merger multiplied by (B) the Conversion Ratio, each outstanding with such product rounded down to the nearest whole number of shares of GBB Stock; and unvested CEC (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such MDB Stock Option granted under shall be equal to the Caesars Entertainment Corporation 2012 Performance Incentive quotient determined by dividing (A) the exercise price per share of MDB Stock at which such MDB Stock Option was exercisable immediately prior to the Effective Time of the Merger by (B) the Conversion Ratio. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall issue to each holder of an outstanding MDB Stock Option a document evidencing the assumption of such MDB Stock Option by GBB pursuant to this Section 7.9. (b) GBB shall use its commercially reasonable efforts to comply with the terms of the MDB Stock Option Plan and insure, to the extent required by, and subject to the provisions of, such plan, that MDB Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. (c) At or prior to the Effective Time of the Merger, GBB shall be amended take all corporate action necessary to provide that reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it shall become vested and exercisable (at target performance levelsin accordance with this Section 7.9. At the Effective Time of the Merger, or as soon as practicable thereafter, GBB shall, if applicable) upon the optionee’s termination of employment without “cause” necessary, file a registration statement on Form S-8 (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any successor or other appropriate form) with respect to the shares of its Subsidiaries GBB Stock subject to such options and shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for Good Reason (so long as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately (a) At the Effective Time, the Target Stock Option Plan and each Target Option, whether vested or unvested, shall be assumed by Acquiror, and Target's repurchase right with respect to any unvested option shares granted under the Target Stock Option Plan shall be assigned to Acquiror. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each Target Option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such Target Option shall be exercisable for that number of whole shares of CAC Acquiror Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Target Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such Target Option immediately prior to the product Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole share) of (i) the number of shares of CAC Acquiror Common Stock subject to such CAC Stock Option and Stock, (ii) the Exchange Ratio, at an per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Target Option shall be equal to the quotient determined by dividing the exercise price per share (of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (. Except as defined provided in the Caesars Acquisition Company 2014 Performance Incentive Plan) by Target Disclosure Letter, the Surviving Entity vesting of any unvested Target Options will not accelerate as a result of the execution of this Agreement or any the consummation of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timetransactions contemplated hereby. Prior to Within 45 business days after the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Acquiror will issue to cause each CAC Stock Option to be convertedperson who, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeTime was a holder of a Target Option a document evidencing the foregoing assumption of such Target Option by Acquiror. Immediately prior to The "Option Exchange Ratio" shall equal the Effective Time, each outstanding and unvested CEC Stock quotient obtained by dividing the Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” Shares (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Planbelow) by the Surviving Entity or any number of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following shares of Target Common Stock issuable pursuant to the Effective Timeexercise of all Target Options. The "Option Shares" shall equal the quotient obtained by dividing the Target Optionholder Consideration by the Closing Price.

Stock Options. Immediately (a) At the Effective Time, WEST's obligations with respect to each outstanding option to purchase shares of WEST Common Stock (each, a "WEST Option") under the WEST Stock Option Plan, whether vested or unvested, will be assumed by EAST. Schedule 5.05 sets forth a true and complete list as of the Capitalization Date of all holders of outstanding options under the WEST Stock Option Plan, including the number of shares of WEST capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, WEST shall deliver to EAST an updated Schedule 5.05 hereto current as of a then recent date to be mutually agreed upon. Each WEST Option so assumed by EAST under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the WEST Stock Option Plan and the documents governing the outstanding options under such Plan pursuant to which such WEST Option was issued as in effect immediately prior to the Effective Time, each outstanding and unexercised option to purchase except that (i) such WEST Option will be exercisable for that number of whole shares of CAC EAST Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC WEST Common Stock (each, a “Converted Stock Option”) equal that were issuable upon exercise of such WEST Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC EAST Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of EAST Common Stock issuable upon exercise of such assumed WEST Option will be equal to the quotient determined by dividing the exercise price per share (rounded of WEST Common Stock at which such WEST Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent) equal to (x) . Consistent with the exercise price terms of such CAC the WEST Stock Option divided Plan and the documents governing the outstanding WEST Options under those Plans and except as set forth in the WEST Disclosure Schedule, the Merger will not terminate any of the WEST Options under such Plans or accelerate the exercisability or vesting of the WEST Options or the shares of EAST Common Stock which will be subject to those Options upon EAST's assumption of the WEST Options in the Merger. (b) It is the intention of the parties that WEST Options assumed by (y) EAST qualify following the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Effective Time as incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive PlanCode ("ISO's") by to the Surviving Entity or any of its Subsidiaries or for Good Reason (extent WEST Options qualified as defined herein), in either case within six (6) months following the Effective Time. Prior ISO's prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following . (c) After the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant EAST will issue to the Caesars Acquisition Company 2014 Performance Incentive Planeach person who, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to , was a holder of an outstanding WEST Option, a document evidencing the Effective Time, each outstanding and unvested CEC foregoing assumption of such WEST Option by EAST. (d) EAST will reserve sufficient shares of EAST Common Stock Option granted for issuance under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timethis Section 5.05 hereof.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding Shomiti Option which has not been exercised prior to the Closing, whether vested or unvested, shall be assumed by Finisar and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option (an "Assumed Option") to purchase a acquire, on the same terms and conditions as were applicable under the Shomiti Option (except as otherwise provided below), such number of shares of CEC Common Finisar Preferred Stock (each, a “Converted Stock Option”) equal which the holder of such Shomiti Option would have been entitled to receive pursuant to the product Merger pursuant to Section 2.2(c) had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio), at an exercise a price per share (rounded up to the nearest whole cent) equal to (xi) the aggregate exercise price of such CAC the Shomiti Common Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted purchasable pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock such Shomiti Option immediately prior to the Effective Time. Immediately prior Time divided by (ii) the number of full shares of Finisar Preferred Stock purchasable pursuant to the Assumed Option. (b) Shomiti agrees to take all actions necessary or advisable to cause all Shomiti Options to remain unchanged, including, without limitation, the vesting schedule of each Assumed Option as set forth in the option agreement for each Shomiti Option, and, except to the extent set forth in Schedule 6.12(b) hereto, no Shomiti Option shall be accelerated in contemplation of or as a consequence of the Merger. (c) As soon as practicable after the Effective Time, each outstanding and unvested CEC Stock Option granted under Finisar shall deliver to the Caesars Entertainment Corporation 2012 Performance Incentive Plan holders of Shomiti Options an appropriate notice setting forth such holders' rights pursuant thereto and the grants pursuant thereto shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 6.12(a) after giving effect to the Merger). Finisar shall, to the extent required by and subject to the provisions of the Shomiti Option Plan, take such actions as may be amended appropriate under the Code and the regulations thereunder to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon cause the optionee’s termination of employment without “cause” (Assumed Options representing assumed Shomiti Options which qualified as defined in incentive stock options immediately prior the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (Effective Time continue to qualify as defined herein), in either case within six (6) months following incentive stock options after the Effective Time, to the extent permitted under the Code and the regulations thereunder. (d) Finisar shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Finisar Capital Stock for delivery upon exercise of the Assumed Options. As soon as practicable after the Effective Time, Finisar shall file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Finisar Common Stock subject to the Assumed Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses in connection therewith) for so long as any Assumed Options remain outstanding. With respect to those individuals who, subsequent to the Merger, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Finisar shall administer the Assumed Options in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (e) In addition to the Shomiti Options assumed by Finisar in the Merger, Finisar shall grant to all Shomiti employees who remain employed at the Closing new options, under a new employee stock option plan that is substantially similar to Finisar's existing employee stock option plan, to purchase shares of Finisar Preferred Stock in the amounts set forth on Schedule 6.12(e) hereto.

Stock Options. Immediately At the Effective Time, the Company Stock Options, whether vested or unvested, will be assumed by PCA ("ASSUMED STOCK OPTIONS"). Section 2.2 of the Company Disclosure Schedule (as defined in Article III) sets forth a true and complete list as of the date hereof of all holders of outstanding options to purchase shares of Company Common Stock ("COMPANY STOCK OPTIONS"), including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, the Company shall deliver to PCA an updated Section 2.2 of the Company Disclosure Schedule (as defined in Article III) current as of such date. Each such option so assumed by PCA under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plan ("COMPANY OPTION PLAN") and any other document governing such option immediately prior to the Effective Time, each outstanding and unexercised except that (a) such option to purchase will be exercisable for that number of whole shares of CAC PCA Common Stock equal to one and one-half (each, a “CAC 1.5) times that number of shares of Company Common Stock Option”) will, at that were issuable upon exercise of such option immediately prior to the Effective Time, cease to represent an option to purchase CAC (b) the per share exercise price for the shares of PCA Common Stock and issuable upon exercise of such assumed option will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (of Company Common Stock at which such option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole centcent (the "ADJUSTED EXERCISE PRICE") equal to and (xc) any restriction on the exercise price exercisability of such CAC Company Stock Option divided by (y) the Exchange Ratioshall continue in full force and effect, and each unvested CAC the term, exercisability, vesting schedule and other provisions of such Company Stock Option granted pursuant shall remain unchanged. If the foregoing calculation of the Adjusted Exercise Price results in an Assumed Stock Option being exercised for a fraction of a share of PCA Common Stock, then the number of shares of PCA Common Stock subject to that option will be rounded to the Caesars Acquisition nearest whole number of shares of PCA Common Stock (rounded down, in the case of the Company 2014 Performance Stock Options that are Incentive Plan Stock Options under Section 422 of the Code). Continuous employment with the Company shall be amended credited to provide an optionee of the Company for purposes of vesting of the Assumed Stock Option. Consistent with the terms of the Company Option Plan and the documents governing the outstanding options, the Merger will not terminate any of the outstanding options under the Company Option Plan or accelerate the exercisability or vesting of such options or the shares of PCA Common Stock which will be subject to those options upon PCA's assumption of the options in the Merger. It is the intention of the parties that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (options so assumed by PCA following the Effective Time will remain incentive stock options as defined in Section 422 of the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior Code to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, extent such options qualified as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately incentive stock options prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under the parties hereto shall use their commercially reasonable efforts to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable carry out such intention. Within ten (at target performance levels, if applicable10) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following business days after the Effective Time, PCA will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Option Plan, a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such option by PCA.

Stock Options. Immediately At the Effective Time, each option granted by Pinnacle to purchase shares of Pinnacle Common Stock which is outstanding and unexercised immediately prior thereto (each, a "Pinnacle Option") shall, by virtue of the Merger and without any further action by the holder thereof, cease to represent a right to acquire shares of Pinnacle Common Stock and shall be promptly replaced by an option (the "New Option") issued under and subject to the appropriate stock option plan of BancorpSouth to purchase shares of BancorpSouth Common Stock in an amount and at an exercise price determined as provided below: (a) The number of shares of BancorpSouth Common Stock to be subject to the New Option shall be equal to the number of shares of BancorpSouth Common Stock to which the holder of the Pinnacle Option would have been entitled under Section 1.4(a) of this Agreement had the Pinnacle Option been exercised in full immediately prior to the Effective Time and had such holder received only Stock Consideration in the Merger, provided that any fractional shares of BancorpSouth Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (b) The exercise price per share of BancorpSouth Common Stock under the New Option shall be equal to the aggregate exercise price for the shares of Pinnacle Common Stock otherwise purchasable under the Pinnacle Option divided by the number of shares of BancorpSouth Common Stock issuable under the New Option pursuant to Section 1.5(a), provided that any such exercise price which would otherwise include a fraction of a cent shall be rounded to the nearest whole cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with section 424(a) of the Code and, to the extent it is not so consistent, such section 424(a) shall override anything to the contrary contained herein. The duration of the New Option shall be the same as the original option. All New Options shall be currently exerciseable by the holder thereof to the extent required by the option agreements for the Pinnacle Options. (c) At or prior to the Effective Time, each outstanding and unexercised option BancorpSouth shall take all corporate action necessary to purchase shares of CAC Common Stock (each, reserve for issuance a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a sufficient number of shares of CEC BancorpSouth Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an for delivery upon exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeNew Options. Immediately At or prior to the Effective Time, each outstanding and unvested CEC BancorpSouth shall take such action as is necessary to ensure that a registration statement on Form S-8, S-4 or other applicable form is effective to cover the shares of ▇▇▇▇▇▇▇▇outh Common Stock Option granted under subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeNew Options.

Stock Options. Immediately (a) Any option or other security to purchase Company Stock, whether granted under the Company Stock Plan or otherwise, that is outstanding as of immediately prior to the Effective Time (a “Company Option”) will be cancelled and extinguished at the Effective Time, and pursuant to an Option Termination Agreement, the holder of such Company Option shall be entitled to receive from the Surviving Corporation or Parent, without interest (and without any action on the part of such Optionholder), for each share of Company Common Stock that would have been obtainable upon the full cash exercise of the Company Option as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a “Converted Stock Option”) amount equal to the product difference (rounded down to the nearest whole shareif a positive number) of between: (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and Per-Share Cash-Out Amount less (ii) the Exchange Ratioexercise price required to be paid by the Optionholder to acquire the corresponding share of Company Common Stock (such amount calculated pursuant to this Section 2.09 with respect to each such Company Option, at the “Option Cancellation Amount”, and the aggregate such amount payable with respect to all Company Options, the “Aggregate Option Cancellation Amount”). Company Options shall not be assumed by Parent. At or as soon as reasonably practicable following the Closing, Parent shall deliver a wire instruction to the Paying Agent with respect to the portion of the Closing Payment Amount to be paid to the former Optionholder through the Paying Agent in satisfaction of the Aggregate Option Cancellation Amount and instruct Paying Agent to promptly make such payments. No Optionholder shall be entitled to receive payment of any amount provided for in Section 2.09(a) unless and until such Optionholder has delivered to Parent a duly completed and executed Option Termination Agreement and a duly executed Indemnification Agreement. (b) Each Company Option that is outstanding as of immediately prior to the Effective Time and that has an exercise price per share (rounded up to the nearest whole cent) that is equal to or greater than the Per-Share Cash-Out Amount (xeach an “Out-Of-The-Money Company Option”) will be cancelled and extinguished at the exercise price Effective Time without any action on the part of the holder of such CAC Stock Option divided by (y) the Exchange RatioOut-Of-The-Money Company Option, and each unvested CAC Stock Option granted pursuant the holders of such Out-Of-The-Money Company Options shall not be entitled to the Caesars Acquisition receive any payment or amount with respect to such Out-Of-The-Money Company 2014 Performance Incentive Plan Option, and such Out-Of-The-Money Company Options shall not be amended to provide that it shall become vested and exercisable assumed by Parent. (at target performance levels, if applicablec) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board Company shall adopt appropriate resolutions and take all other actions that may be necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable (under the CAC Company Stock Plan for each CAC Stock Option immediately prior and otherwise) to effectuate the Effective Time. Immediately prior to the Effective Time, each outstanding provisions of Sections Section 2.09(a) and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined hereinb), in either case within six (6) months following the Effective Timeincluding provision of any notices to holders of Company Options.

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

Stock Options. Immediately prior (a) On the Closing Date, Buyer shall grant options to purchase an aggregate of 600,000 shares of Buyer Common Stock under the Buyer Stock Option Plan to such employees of the Surviving Corporation and in such amounts as shall be designated by Seller. Such options shall be exercisable at such times as are consistent with Buyer's past practice at the fair market value of the Buyer Common Stock on the date of grant. (b) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Seller Capital Stock (each an "Seller Stock Option") under the Seller Stock Option Plans, whether or not exercisable, will be assumed by Buyer. Each Seller Stock Option so assumed by Buyer under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Seller Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Seller Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Buyer Common Stock (each, a “CAC Stock Option”) will, at equal to the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a product of the number of shares of CEC Common Seller Capital Stock (each, a “Converted that were issuable upon exercise of such Seller Stock Option”) equal Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (i) the number of shares of CAC Buyer Common Stock subject to such CAC Stock Option Stock, and (ii) the Exchange Ratio, at an per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Seller Stock Option will be equal to the quotient determined by dividing the exercise price per share (of Seller Capital Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to After the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Buyer will issue to cause each CAC holder of an outstanding Seller Stock Option to be converted, a notice describing the foregoing assumption of such Seller Stock Option by Buyer. (c) It is the intention of the parties that Seller Stock Options assumed and amended, as applicable, in accordance with the foregoing. Following by Buyer qualify following the Effective Time, except for the amendment Time as incentive stock options as defined in Section 422 of the unvested CAC Code to the extent Seller Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions qualified as were applicable under the CAC Stock Plan for each CAC Stock Option incentive stock options immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding . (d) Buyer will reserve sufficient shares of Buyer Common Stock for issuance under Section 5.10(b) and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicableSection 1.6(c) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timehereof.

Stock Options. Immediately prior to (a) At the Company Merger Effective TimeDate, each outstanding and unexercised option granted by NARK (a "NARK Option") to purchase shares of CAC NARK Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock which is outstanding and will unexercised immediately prior thereto shall be converted automatically into an option to purchase a shares of Pocahontas Bancorp Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of NARK's 1998 Stock Option and Incentive Plan (the "NARK Option Plan")): (1) The number of shares of CEC Pocahontas Bancorp Common Stock (each, a “Converted Stock Option”) to be subject to the new option shall be equal to the product of the number of shares of NARK Common Stock subject to the original option and the Exchange Ratio, provided that any fractional share of Pocahontas Bancorp Common Stock resulting from such multiplication shall be rounded up to the nearest share; and (2) The exercise price per share of Pocahontas Bancorp Common Stock under the new option shall be equal to the exercise price per share of NARK Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole sharecent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the IRC) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the IRC. The duration and other terms of the new option shall be the same as the original option, except that all references to the NARK shall be deemed to be references to Pocahontas Bancorp. (ib) Prior to the Company Merger Effective Date, Pocahontas Bancorp shall reserve for issuance, the number of shares of CAC Pocahontas Bancorp Common Stock necessary to satisfy Pocahontas Bancorp's obligations under this Section 2.06. Within five (5) days after the Company Merger Effective Date, Pocahontas Bancorp shall file with the SEC a registration statement on an appropriate form under the Securities Act, with respect to the shares of Pocahontas Bancorp Common Stock subject to such CAC options to acquire Pocahontas Bancorp Common Stock Option and (iiissued pursuant to Section 2.06(a) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratiohereof, and each unvested CAC Stock Option granted pursuant shall use its reasonable best efforts to maintain the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon current status of the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amendedprospectus contained therein, as applicablewell as comply with applicable state securities or "blue sky" laws, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions so long as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timesuch options remain outstanding.

Stock Options. Immediately prior to At the Effective Time, each outstanding and unexercised option granted by City Bancorp under an Employee Plan (as defined in Section 4.11(a)) to purchase shares of CAC City Bancorp Common Stock which is outstanding and unexercised (each, a “CAC Stock City Bancorp Option”) willshall, by virtue of the Merger and without any further action by the holder thereof, cease to represent a right to acquire shares of City Bancorp Common Stock and shall be an option (the “New Option”) to purchase shares of BancorpSouth Common Stock. City Bancorp will timely update Section 4.2(a) of the City Bancorp Disclosure Schedule to identify the City Bancorp Options that are outstanding at the Effective Time, cease to represent . Each holder of a City Bancorp Option at the Effective Time will receive a New Option in substitution thereof in an option to purchase CAC Common Stock amount and will be converted automatically into at an option to purchase a exercise price determined as provided below: (a) The number of shares of CEC BancorpSouth Common Stock (each, a “Converted Stock Option”) to be subject to the New Option shall be equal to the product number of whole shares of BancorpSouth Common Stock to which the holder of the City Bancorp Option would have been entitled under Section 1.4(a) of this Agreement had the City Bancorp Option been exercised in full immediately prior to the Effective Time and had such holder received only Stock Consideration in the Merger (with fractional shares rounded down to the nearest whole shareshares); and (b) The exercise price per share of (i) BancorpSouth Common Stock under the New Option shall be equal to the aggregate exercise price for the shares of City Bancorp Common Stock otherwise purchasable under the City Bancorp Option divided by the number of shares of CAC BancorpSouth Common Stock issuable under the New Option pursuant to Section 1.5(a); provided, however, the conversion formula shall be adjusted as necessary so it is a substitution that is described in Section 424(a) of the Code. Except as otherwise provided herein, the New Stock Options shall be subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions (including expiration date, vesting and exercise provisions) and provide the same rights as were applicable under to the CAC corresponding City Bancorp Stock Plan for each CAC Stock Option Options immediately prior to the Effective Time. Immediately prior Time (but taking into account any changes thereto, including the acceleration of vesting thereof, provided for in the applicable stock option plan of City Bancorp (the “City Bancorp Stock Option Plan”) or in any award agreement thereunder by reason of this Agreement or the transaction contemplated hereby), all such terms to be set forth in the acknowledgement executed by City Bancorp Option holders as provided in Section 7.6(e). (c) At the Effective Time, each outstanding and unvested CEC BancorpSouth shall either adopt the City Bancorp Stock Option granted Plan for the purpose of issuing New Options or, in BancorpSouth’s sole discretion, issue New Options under and subject to an appropriate stock option plan of BancorpSouth. BancorpSouth shall take all corporate action necessary to reserve for issuance a sufficient number of shares of BancorpSouth Common Stock for delivery upon exercise of the New Options. BancorpSouth shall take such action as is necessary to ensure that a registration statement on Form S-▇, ▇-▇ or other applicable form is effective to cover the shares of BancorpSouth Common Stock subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan New Options and shall be amended thereafter use its reasonable best efforts to provide that it shall become vested maintain the effectiveness of such registration statement (and exercisable (at target performance levels, if applicablemaintain the current status of the prospectus contained therein) upon the optionee’s termination of employment without “cause” (for so long as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Timesuch New Options remain exercisable.

Stock Options. Immediately (a) Each OS Option whether or not exercisable that is outstanding and held by an OS Group Employee, Former OS Group Employee, OS Director, Civeo Director or Former Civeo Group Employee (an “OS Employee Option”) as of immediately prior to the Effective Time shall, upon the Effective Time, be adjusted such that (i) the number of shares of OS Common Stock subject to such OS Employee Option is the Adjusted OS Share Number (following such adjustment, the OS Employee Option shall be an “Adjusted OS Option”) and (ii) the per share exercise price of such Adjusted OS Option is the OS Adjusted Exercise Price. Other than as described in the preceding sentence, following the Effective Time the Adjusted OS Option shall remain subject to the same terms and conditions as applicable to the OS Employee Option prior to the Effective Time, each . (b) Each OS Option whether or not exercisable that is outstanding and unexercised option to purchase shares of CAC Common Stock held by a Civeo Group Employee (each, a “CAC Stock Civeo Employe Option”) willas of immediately prior to the Effective Time shall, at upon the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Civeo Common Stock granted under the Civeo New Equity Plan equal to the Civeo Share Number (each, a “Converted Stock Civeo Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at with an exercise price per share (rounded up of Civeo Common Stock equal to the nearest whole cent) equal to (x) Civeo Adjusted Exercise Price. Each Civeo Option described in the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan preceding sentence shall be amended subject to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions after the Effective Time as were the terms and conditions applicable under to the CAC Stock Plan for each CAC Stock corresponding Civeo Employee Option immediately prior to the Effective Time. Immediately prior to Time (including vesting); provided, however, that from and after the Effective Time, Time the vesting and exercisability of each outstanding and unvested CEC Stock Civeo Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended determined based upon continued service with the Civeo Group rather than the OS Group. (c) The adjustments described in this Section 4.3 with respect to provide OS Options shall be effected in a manner that it shall become vested and exercisable (at target performance levelsis consistent with Section 409A of the Code and, if applicable) upon the optionee’s termination of employment without with respect to any OS Options “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein)incentive stock options”, in either case within six (6a manner consistent with Section 424(a) months following of the Effective TimeCode.

Stock Options. Immediately prior (a) As soon as practicable following the date of this Agreement, the Board of Directors of LandCare (and, if appropriate, any committee administering its 1998 Long-Term Incentive Plan and 1998 Non-Employee Director's Stock Plan (the "LANDCARE OPTION PLANS")) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding LandCare Stock Options (defined below) granted under the LandCare Option Plans and the terms of the LandCare Option Plans, to provide that at the Effective Time, each LandCare Stock Option outstanding and unexercised option immediately prior to purchase shares of CAC Common Stock (each, a “CAC Stock Option”) will, at the Effective Time, cease Time shall be deemed to represent constitute an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such LandCare Stock Option (subject to adjustments and lapsing of restrictions, vesting or acceleration of exercisability of LandCare Stock Options required by this Section 1.4), the same number of shares of ServiceMaster Common Stock as the holder of such LandCare Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such LandCare Stock Option in full immediately prior to the Effective Time. Immediately , at a price per share equal to the quotient derived by dividing the Exchange Ratio into the exercise price per share at which the LandCare Common Stock shall have been purchasable on exercise of such LandCare Stock Option prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under ; and (ii) make such other changes to the Caesars Entertainment Corporation 2012 Performance Incentive Plan LandCare Option Plans as it deems appropriate to give effect to the Merger (subject to approval of ServiceMaster, which shall not be amended unreasonably withheld). (b) At the Effective Time and subject to provide that it the last sentence to this Section 1.4(b), all conditions and restrictions relating to all outstanding LandCare Stock Options which have been granted pursuant to the LandCare Option Plans (the "LANDCARE STOCK OPTIONS"), including limitations on exercisability, risks of forfeiture and conditions and restrictions requiring continued performance of services with respect to the exercisability or settlement of such LandCare Stock Options, shall become vested immediately lapse. LandCare shall use diligent efforts to cause the individuals listed in Section 1.4(b) of the LandCare Disclosure Schedule (as hereinafter defined) (hereinafter referred to as the "SENIOR OPTION HOLDERS") to waive the complete lapsing of conditions and restrictions relating to exercisability of LandCare Stock Options set forth above, and accept a modified vesting schedule whereby one-half of each Senior Option Holder's LandCare Stock Options shall vest and thereafter be exercisable (at target performance levelsas provided in the respective LandCare Option Agreement on the date six months immediately following the Effective Time, if applicable) upon and the optionee’s termination remaining one-half of such LandCare Stock Options shall vest and thereafter be exercisable as provided in the respective LandCare Option Agreement on the first anniversary of the Effective Time; provided, however, in the event a Senior Option Holder's employment is terminated by LandCare without “cause” Cause (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Planrespective Senior Option Holder's employment agreement with LandCare) by or if the Surviving Entity or any of its Subsidiaries or Senior Option Holder elects to terminate his employment with LandCare for Good Reason (as defined herein), in either case within six (6the respective Senior Option Holder's employment agreement with LandCare) the unvested portion of such Senior Option Holder's LandCare Stock Options shall immediately vest and be exercisable for a period of three months following termination of employment. (c) As soon as practicable after the Effective Time, ServiceMaster shall deliver to the holders of LandCare Stock Options appropriate notices setting forth such holders' rights pursuant to the respective LandCare Option Plans and the agreements evidencing the grants of such LandCare Stock Options shall continue in effect on the same terms and conditions (except as expressly provided above). (d) ServiceMaster shall take all corporate action necessary to reserve for issuance a sufficient number of shares of ServiceMaster Common Stock for delivery on exercise of the LandCare Stock Options assumed in accordance with this Section

Stock Options. At the Effective Time, all options to purchase B2B Common Stock then outstanding shall be treated in accordance with the provisions described below. (i) Immediately prior to the Effective Time, each holder of an outstanding and unexercised option to purchase shares of CAC B2B Common Stock (eacheach a "B2B OPTION") under an Option Plan or otherwise, whether vested or unvested, shall be entitled to receive as of the Effective Time an option to purchase Holding Company Shares (a “CAC Stock "Replacement Option”) will"), at with the vesting schedule for the Replacement Option being the same as the vesting schedule for the corresponding B2B Option with full credit being given by Holding Company for such optionee's length of service with B2B. Following the Effective Time, cease each holder of a Replacement Option, upon exercise of such Replacement Option (if and when vested), shall be entitled to represent an option receive that number of whole shares of Holding Company Shares equal to purchase CAC Common Stock and will be converted automatically into an option to purchase a the product of the number of shares of CEC B2B Common Stock that were issuable upon exercise of the corresponding B2B Option immediately prior to the Effective Time (eachwithout regard to vesting) multiplied by the Exchange Ratio, a “Converted Stock Option”rounded up (in the case of Replacement Options) to the nearest whole number of Holding Company Shares. In addition, following the Effective Time, the per share exercise price for the Holding Company Shares issuable upon exercise of such Replacement Options shall be equal to the product (quotient determined by dividing the exercise price per share of B2B Common Stock at which the corresponding B2B Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share) cent. It is the intention of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) parties that the Exchange RatioReplacement Options be, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time, Nonqualified stock options. Prior to Promptly following the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary Holding Company will issue to cause each CAC Stock holder of an Replacement Option to be converted, assumed and amended, as applicable, in accordance with a document evidencing the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock . (ii) Each B2B Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option outstanding immediately prior to the Effective Time. Immediately prior to Time shall be deemed canceled and extinguished without any conversion thereof at the Effective Time, each outstanding and unvested CEC Stock Option granted under subject to issuance of the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (Replacement Options as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined provided herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately At the Effective Time, each option granted by PBC to purchase shares of PBC Common Stock which is outstanding and unexercised immediately prior thereto (each, a "PBC Option") shall, by virtue of the Merger and without any further action by the holder thereof, cease to represent a right to acquire shares of PBC Common Stock and shall be considered an option (the "New Option") issued under and subject to the appropriate stock option plan of BancorpSouth to purchase shares of BancorpSouth Common Stock to be issued in an amount and at an exercise price determined as provided below: (a) The number of shares of BancorpSouth Common Stock to be subject to the New Option shall be equal to the number of shares of BancorpSouth Common Stock to which the holder of the PBC Option would have been entitled under Section 1.4(a) of this Agreement had the PBC Option been exercised in full immediately prior to the Effective Time and had such holder received only Stock Consideration in the Merger, provided that any fractional shares of BancorpSouth Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (b) The exercise price per share of BancorpSouth Common Stock under the New Option shall be equal to the aggregate exercise price for the shares of PBC Common Stock otherwise purchasable under the PBC Option divided by the number of shares of BancorpSouth Common Stock issuable under the New Option pursuant to Section 1.5(a); provided that any such exercise price which would otherwise include a fraction of a cent shall be rounded to the nearest whole cent. The adjustment provided herein with respect to any PBC Options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code and, to the extent it is not so consistent, such Section 424(a) of the Code shall override anything to the contrary contained herein. The duration of the New Option shall be the same as the original PBC Option. All New Options shall be exercisable by the holder thereof in accordance with the terms of the agreements for the PBC Options. (c) At the Effective Time, BancorpSouth shall either adopt the PBC Option plans for the purpose of issuing New Options or, in BancorpSouth's sole discretion, issue New Options under and subject to an appropriate stock option plan of BancorpSouth. At or prior to the Effective Time, each outstanding and unexercised option BancorpSouth shall take all corporate action necessary to purchase shares of CAC Common Stock (each, reserve for issuance a “CAC Stock Option”) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a sufficient number of shares of CEC BancorpSouth Common Stock (each, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an for delivery upon exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective TimeNew Options. Immediately At or prior to the Effective Time, each outstanding and unvested CEC BancorpSouth shall take such action as is necessary to ensure that a registration statement on Form S-8, S-4 or other applicable form is effective to cover the shares of ▇▇▇▇▇▇▇▇outh Common Stock Option granted under subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective TimeNew Options.

Stock Options. Immediately prior to (a) At the Effective Time, each outstanding and unexercised option to purchase shares of CAC Pinnacle Common Stock (each, a “CAC "Pinnacle Stock Option”") willissued pursuant to the Pinnacle Financial Services, at Inc. Executive Long Term Incentive Plan (also known as the Effective TimePinnacle Financial Services, Inc. 1993 Stock Option Plan), as amended, and the Indiana Financial Corporation 1986 Stock Option and Incentive Plan (together, the "Stock Option Plans"), whether or not exercisable or vested, shall cease to represent an option a right to purchase CAC acquire shares of Pinnacle Common Stock and will shall be converted automatically into an option to purchase a number of shares of CEC Common Stock (eachacquire, a “Converted Stock Option”) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option from and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to after the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by on the same terms and conditions as were applicable under the CAC Stock Plan for each CAC such Pinnacle Stock Option (including the immediate vesting of such Pinnacle Stock Option to the extent that the terms thereof shall provide for such immediate vesting upon the consummation of the Merger), the number of full shares of CNB Common as the holder of such Pinnacle Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective TimeTime (determined by multiplying the aggregate number of shares of Pinnacle Common covered by such Pinnacle Stock Option by the Conversion Ratio), at a price per share equal to (y) the aggregate amount of the exercise prices for Pinnacle Common otherwise purchasable pursuant to such Pinnacle Stock Option, divided by (z) the number of full shares (and, subject to Section 5.04(d) hereof, for these purposes, any fractional share amount shall be rounded upwards to the next higher full share amount) of CNB Common deemed purchasable pursuant to such Pinnacle Stock Option (determined as provided above in this Section 5.04(a)). Immediately prior In no event shall CNB be required to issue fractional shares of CNB Common. (b) As soon as practicable after the Effective Time, CNB shall deliver to each outstanding and unvested CEC holder of Pinnacle Stock Options appropriate notices setting forth such holders' rights pursuant to the Stock Option granted under Plans, and the agreements evidencing the grants of such Pinnacle Stock Options shall continue in effect on the same terms and conditions (subject to the Caesars Entertainment Corporation 2012 Performance Incentive Plan conversion required by this Section 5.04 after giving effect to the Merger and the assumption by CNB as set forth above). To the extent necessary to effectuate the provisions of this Section 5.04, CNB shall be deliver new or amended agreements reflecting the terms of each Pinnacle Stock Option assumed by CNB and amend the Stock Option Plans to provide that it reflect the terms hereof. (c) As soon as practicable after the Effective Time, CNB shall become vested file with the S.E.C. a registration statement on an appropriate form with respect to the shares of CNB Common subject to such options and exercisable shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (at target performance levels, if applicableand maintain the current status of the prospectus or prospectuses with respect thereto) upon the optionee’s termination of employment without “cause” for so long as such options remain outstanding. (d) The adjustment provided in this Section 5.04 with respect to any Pinnacle Stock Options which are "incentive stock options" (as defined in Section 422 of the Caesars Entertainment Corporation 2012 Performance Incentive PlanCode) by shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Surviving Entity or any Code and, to the extent it is not so consistent, such Section 424(a) of its Subsidiaries or for Good Reason (as defined the Code shall override anything to the contrary contained herein), in either case within six (6) months following the Effective Time.

Stock Options. Immediately (a) The stock options granted by Demerged Company 1 under the Existing Stock Option Schemes - Strides to the employees who will be transferred as part of the Demerged Undertaking 1, which have not been exercised (irrespective of whether the same are vested or not) and are outstanding, shall be accelerated such that the stock options are vested upto 7 (seven) Business Days prior to the Effective Time, each outstanding Date or such other date as may be determined by the relevant committee of the Board of Demerged Company 1 and unexercised option to purchase shares of CAC Common Stock may be exercised from the vesting date upto 3 (each, a “CAC Stock Option”three) will, at Business Days after the Effective TimeDate, cease failing which, such options as remain unexercised on that date shall lapse. (b) The stock options granted by Demerged Company 1 under the Existing Stock Option Schemes - Strides to represent an option to purchase CAC Common Stock the employees who form part of the Retained Business of Demerged Company 1 and will not be converted automatically into an option transferred to purchase a number Resulting Company, which have not been exercised (irrespective of shares of CEC Common Stock (eachwhether the same are vested or not) and are outstanding, a “Converted Stock Option”) equal shall continue on the existing terms and conditions, except for such modifications/adjustments to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price by the relevant committee of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted Board of Demerged Company 1 in order to provide for reduction in intrinsic value of the Demerged Company 1 pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon demerger of the optionee’s termination of employment without “cause” (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicableDemerged Undertaking 1, in accordance with the foregoing. Following the Effective Time, except for the amendment provisions of the unvested CAC Existing Stock Options granted pursuant Option Schemes – Strides and applicable Law. (c) The relevant committee of the Board of Demerged Company 1 shall make appropriate amendments to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Existing Stock Option will continue Schemes – Strides to be governed provide for (i) acceleration of the vesting period of the stock options held by the same terms and conditions as were applicable employees who are being transferred under the CAC Stock Plan for each CAC Stock Option immediately Demerged Undertaking 1 such that the stock options are vested upto 7 (seven) Business Days prior to the Effective Time. Immediately prior Date or such other date as may be determined by the relevant committee of the Board of the Demerged Company 1 and may be exercised from the vesting date upto 3 (three) Business Days after the Effective Date; and (ii) modification of the exercise price of the stock options held by the employees who shall form of the Retained Business of Demerged Company 1 in order to provide for reduction in intrinsic value of the Demerged Company 1 pursuant to the Effective Timedemerger of the Demerged Undertaking 1. The modifications/adjustments, each outstanding and unvested CEC if any, to the Existing Stock Option Schemes - Strides required to effect the treatment set out at (a) and (b) above shall be effected as an integral part of the Scheme and the approval granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionee’s termination of employment without “cause” (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) Scheme by the Surviving Entity shareholders shall also be deemed to be their approval to such amendments pertaining to the Existing Stock Option Schemes – Strides required under Applicable Law, including under Section 62 of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014. No further approval of the shareholders of Demerged Company 1 or any of its Subsidiaries or for Good Reason (as defined herein), other Person would be required in either case within six (6) months following the Effective Timethis connection.