Common use of Stock Plans Clause in Contracts

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, the Stock Plans (other than the ESPP) and each Option which is outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full thereunder immediately prior to the Effective Time (rounded downward whether or not then vested or exercisable) shall, subject to Schedule 5.8(a), be assumed by Parent. Each such 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 applicable Stock Plans and the stock option agreements, immediately prior to the nearest Effective Time, except that (i) such Option will be exercisable for that number of whole number), at a price per share (rounded upward Parent Ordinary Shares equal to the nearest whole cent) equal to (y) product of the aggregate exercise price for the number of shares of Seller Company Common Stock purchasable pursuant to that were issuable upon exercise of such Seller Stock Option immediately prior to the Effective Time divided multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (zii) the number per share exercise price for the Parent Ordinary Shares issuable upon exercise of full shares such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Buyer Company Common Stock deemed purchasable pursuant at which such Option was exercisable immediately prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective TimeTime by the Option Exchange Ratio, Buyer shall deliver rounded up to the participants nearest whole cent. Except as set forth in Seller Section 5.8 of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the outstanding Options under the Stock Plans appropriate notice setting forth or accelerate the exercisability or vesting of such participants' rights pursuant thereto and Options or the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the adjustments required Options in the Merger. It is the intention of the parties that the Options so assumed by this Section 6.12 after giving effect Parent hereunder qualify, to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after maximum extent permissible, following the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect Time as “incentive stock options” as defined in Section 422 of the Code to the shares of Buyer Common Stock subject to extent such Options qualified as incentive stock options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time. (b) For purposes of this Agreement, (i) “Option Exchange Ratio” shall be equal to the quotient obtained by dividing the Merger Consideration by the Parent Fair Market Value, and (ii) “Parent Fair Market Value” means the average closing selling price per share of Parent Ordinary Shares as quoted on the London Stock Exchange for the ten (10) trading days preceding the Closing Date (as converted to U.S. Dollars at the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date).

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Each Company Stock Option") under the Seller Stock Plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holders thereof, vest and be converted into a Parent Stock Option on the same terms and conditions (except as provided in this Section 6.04(a)) as were applicable under such Company Stock Option immediately prior to the Effective Time, to purchase (i) that number of shares of Parent Common Stock equal to the product determined by multiplying (A) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) at a per-share exercise price equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio, and rounding the resulting per-share exercise price up to the nearest whole cent. (b) Each Company SAR granted, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holders thereof, vest and be converted into a stock appreciation right (a “Parent SAR”), on the same terms and conditions (except as provided in this Section 6.04(b)) as were applicable under such Company SAR immediately prior to the Effective Time, corresponding to (i) that number of shares of Parent Common Stock equal to the product determined by multiplying (A) the total number of shares of Company Common Stock corresponding to such Company SAR immediately prior to the Effective Time by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) at a per-share base price equal to the quotient determined by dividing (A) the base price per share of Company Common Stock corresponding to such Company SAR immediately prior to the Effective Time by (B) the Exchange Ratio, and rounding the resulting per-share base price up to the nearest whole cent. (c) Effective as of the Effective Time, each Company RSU (other than a Company Rollover RSU) shall, as of the Effective Time, whether or not then vested or free of conditions to payment, vest and automatically and without any action on the part of the holder thereof, be converted, into the right to receive from Parent, a number of shares of Parent Common Stock (and cash in lieu of fractional shares to be paid by the Surviving Company to the holder) equal to the product determined by multiplying (i) the total number of shares of Company Common Stock subject to such Company RSU by (ii) the Exchange Ratio and be settled within ten Business Days following the Effective Time. For purposes of this Section 6.04(c), with respect to any Company RSU that is subject to performance goals, the vesting provided for in this Section 6.04(c) shall be based on the deemed achievement in full of such performance goals (i.e., the award shall vest with respect to constitute an option to acquire100% of the shares underlying the award). (d) Effective as of the Effective Time, each Company Rollover RSU shall, as of the Effective Time, be converted into restricted share units, otherwise on the same terms and conditions as were applicable under such Seller Stock OptionCompany Rollover RSU immediately prior to the Effective Time, the same with respect to a number of shares of Buyer Parent Common Stock as determined by multiplying the holder number of shares of Company Common Stock subject to such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full Company Rollover RSU immediately prior to the Effective Time (by the Exchange Ratio; provided that any fractional share of Parent Common Stock resulting therefrom shall be rounded downward down to the nearest whole number), at a price per share share. (rounded upward to the nearest whole cente) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior Prior to the Effective Time divided by Time, the Company Board (zor, if appropriate, any committee thereof administering the Company Stock Plans) shall pass resolutions to effect the number foregoing provisions of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoingthis Section 6.04. (bf) As soon as practicable after the Effective Time, Buyer Parent shall deliver to prepare and file with the participants in Seller Stock Plans SEC a Form S-8 (or file such other appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (cform) Buyer shall take all corporate action necessary to reserve for issuance registering a sufficient number of shares of Buyer Parent Common Stock for delivery necessary to fulfill Parent’s obligations under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding6.04. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt such resolutions as are necessary to effect the following: (i) adjust the terms of all outstanding Company Stock Options to provide that, at the Effective Time, each Company Stock Option outstanding option immediately prior to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, Effective Time shall be deemed to constitute assumed by Parent and converted into an option (a “Converted Parent Option”) to acquire, on the same terms and conditions as were applicable under such Seller Company Stock OptionOption immediately prior to the Effective Time (except that each Converted Parent Option shall vest and become exercisable immediately following the conversion), the same a number of shares of Buyer Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by the Stock Award Exchange Ratio (as defined below), rounded down to the holder nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Seller Company Stock Option would have been entitled immediately prior to receive the Effective Time by the Stock Award Exchange Ratio, rounded up to the nearest whole cent; provided, however, that each Company Stock Option (x) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (y) shall be adjusted in a manner which complies with Section 409A of the Code; (ii) As to each holder’s restricted stock units outstanding immediately prior to the Effective Time under the Company Stock Plans, other than those granted pursuant to the Company’s annual incentive plan (the “Company RSUs”): (A) 50% of such Company RSUs (the “First Tranche RSUs”) shall be converted, at the Effective Time and without regard to any applicable performance targets, into the right to receive cash and shares of Parent Stock equal to the Merger had Consideration, determined in accordance with Section 2.01(iii), in respect of that number of shares of Company Common Stock represented by the First Tranche RSUs; provided that, the First Tranche RSUs of each holder shall include those Company RSUs as to which the vesting dates follow the Closing Date but are earlier than the later of (x) December 31, 2012 or (y) the first anniversary of the Closing Date (the later of (x) and (y), the “Second Tranche Vesting Date”), in order starting with the soonest vesting to the Closing Date until all of the Company RSUs for which vesting is earlier then the Second Tranche Vesting Date have been identified and, if all of the Company RSUs as to which the vesting date is earlier than the Second Tranche Vesting Date comprise less than 50% of all the holder’s Company RSUs, additional Company RSUs shall be considered First Tranche RSUs based starting with the latest vesting date and working in reverse order of vesting dates until all of the First Tranche RSUs have been identified. For the purposes of this Section 6.04(a)(ii)(A) an amount necessary to satisfy the applicable minimum tax withholding obligation shall first be reduced from the amount of the Cash Consideration to be receive and then, if necessary, from the number of shares of Parent Common Stock to be received pursuant to the Stock Consideration. For purposes of this Section 6.04(a)(ii)(A), the value of the Stock Consideration shall be based on the closing price per share of Parent Common Stock on the last trading day immediately preceding the Closing Date; and (B) the remaining 50% of such holder exercised Company RSUs (the “Second Tranche RSUs”) shall be adjusted to provide that, at the Effective Time, the Second Tranche RSUs shall be assumed by Parent and represent, immediately after the Effective Time, the right to receive, on the same terms and conditions as were applicable under the Second Tranche RSUs immediately prior to the Effective Time (other than with respect to any performance goals, which shall cease to apply), a number of shares of Parent Common Stock, rounded to the nearest whole share, equal to the product of (1) the applicable number of shares of Company Common Stock subject to the Second Tranche RSUs, multiplied by (2) the Stock Award Exchange Ratio (the “Converted Second Tranche RSUs”); provided that the Converted Second Tranche RSUs shall vest and settle on the Second Tranche Vesting Date, subject to the holder’s continued employment through the Second Tranche Vesting Date; further provided; however, that in the event the holder’s employment is terminated with “Good Reason” (as defined below) or without “Cause” (as defined in the Company’s 2003 Incentive Compensation Plan) prior to the Second Tranche Vesting Date, the holder’s Converted Second Tranche RSUs shall immediately vest and settle upon the date of such option holder’s termination of employment. (iii) Each Company Restricted Share that is outstanding immediately prior to the Effective Time shall vest in full immediately prior to the Effective Time and shall be converted into the right to receive the Merger Consideration in accordance with Section 2.01(iii); (rounded downward to iv) Each Annual Incentive Company RSU award in respect of the nearest whole number)performance year in which the Closing Date occurs shall, at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time divided by Time, be converted into a right to receive a cash payment equal to the product of (zA) the number of full shares of Buyer Company Common Stock deemed purchasable pursuant to that are earned under such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect Annual Incentive Company RSU award based on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer 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 actual achievement of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or applicable performance measures as of the Effective Time, take all necessary actions, pursuant to and as determined in accordance with the terms and conditions of the Seller Company’s Annual Incentive Plan for the applicable performance year, with such performance measures pro-rated for the portion of such performance year in which the Closing Date occurs, multiplied by (B) the sum of (x) the Cash Consideration plus (y) twenty-five percent (25%) of the closing price per share of Parent Common Stock Plans on the last trading day immediately preceding the Closing Date, multiplied by (C) the quotient of the number of days in the applicable performance year through the Closing Date divided by 365 (rounded to the fourth decimal point); and (v) For the purposes of this Section 6.04(a), (A) “Stock Award Exchange Ratio” means the sum of (1) the Exchange Ratio plus (2) a fraction resulting from dividing the Cash Consideration by the closing price per share of Parent Common Stock on the last trading day immediately preceding the Closing Date and (B) “Good Reason” shall mean any of the following events or conditions, but only if the holder shall have provided written notice to the Parent within ninety (90) days of the initial existence or occurrence of such event or condition and the instruments evidencing Parent shall have failed to cure such event or condition within thirty (30) days of its receipt of such notice: (1) a material reduction in the Seller Stock Options, to provide for the conversion holder’s base salary or target bonus opportunity or (2) a relocation of the Seller Stock Options into options to acquire Buyer Common Stock holder’s employment more than fifty (50) miles from the metropolitan area in accordance with this Section 6.12, and that no consent which the holder’s office is located at the time of the holders of the Seller Stock Options is required in connection with such conversionresignation. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common ValueVision Stock ( "Seller Stock Option") Option under the Seller ValueVision Stock Plans and each outstanding National Media Stock Option under the National Media Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller ValueVision Stock Option or National Media Stock Option, as the case may be the same number of shares of Buyer Parent Common Stock as the holder of such Seller ValueVision Stock Option or National Media Stock Option, as the case may be, would have been entitled to receive pursuant to the ValueVision Merger or the National Media Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward downward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller ValueVision Common Stock or National Media Common Stock, as the case may be, purchasable pursuant to such Seller ValueVision Stock Option or such National Media Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller ValueVision Stock Option or National Media Stock Option, as the case may be, in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller the ValueVision Stock Plans and the National Media Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller ValueVision Stock Plans or National Media Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.13 after giving effect to the MergerMergers). (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller ValueVision Stock Plans and National Media Stock Plans assumed in accordance with this Section 6.125.13. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller each of ValueVision and National Media shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller ValueVision Stock Plans and the instruments evidencing the Seller ValueVision Stock Options, or the National Media Stock Plans and the instruments evidencing the National Media Stock Options, as the case may be, to provide for the conversion of the Seller ValueVision Stock Options and the National Media Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.125.13, and that no consent of the holders of the Seller ValueVision Stock Options or National Media Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of each of ValueVision and National Media shall, prior to or as of or prior to the Effective Time, take appropriate action to approve the deemed disposition of the ValueVision Stock Options or National Media Stock Options, as the case may be, for purposes of excepting such disposition under Rule 16b-3(e) promulgated under the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the ValueVision Stock Options and the National Media Stock Options (as converted pursuant to this Section 5.13) for purposes of excepting such grant under Rule 16b-3(d) promulgated under the Exchange Act. (f) At the Effective Time, the Parent shall adopt the stock plan (the "Parent Stock Plan") substantially in the form attached hereto as Exhibit O.

Stock Plans. (a) At the Effective Time, each Company Stock Option which is outstanding option immediately prior to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock PlansEffective Time, whether or not then vested or unvestedexercisable, and the Company Stock Plans (other than the ESPP) themselves, shall be assumed by Parent and shall be deemed to constitute an option to acquire, on the same terms and conditions (including as to vesting and exercisability) as were applicable under such Seller the Company Stock OptionOption immediately prior to the Effective Time, the same number of shares of Buyer Parent Common Stock as the holder of such Seller the Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward down to the nearest whole number), at a price per share (rounded upward up to the nearest whole cent) equal to the quotient of (yi) the aggregate exercise price for the shares of Seller Company Common Stock purchasable pursuant to such Seller the Company Stock Option immediately prior to the Effective Time divided by (zii) the aggregate number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller the Company Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller . Such Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary . It is the intention of the parties that the options so assumed by Parent hereunder qualify, to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the maximum extent permissible, following the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect Time as “incentive stock options” as defined in Section 422 of the Code to the shares of Buyer Common Stock subject to extent such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long qualified as such incentive stock options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time. As promptly as reasonably practicable after the Effective Time and in any event within thirty (30) days thereof, Parent shall make available to each person who immediately prior to the Effective Time was a holder of a Company Stock Option assumed hereunder information evidencing the assumption of such option by Parent. (b) If and to the extent necessary or required by the terms of any Company Stock Plan or any Company Stock Option, the Company shall, prior to the Effective Time, (i) obtain any consents from holders of Company Stock Options and (ii) amend the terms of its equity incentive plans or arrangements, to give effect to the provisions of Section 6.10(a).

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares by virtue of Seller Common Stock ( "Seller the Merger and without any action on the part of any holder of a COR Stock Option") under , the Seller COR Stock PlansPlans and COR Stock Options shall be assumed by Millennium. At the Effective Time, each COR Stock Option, whether vested or unvested, shall be deemed to constitute an option or warrant to acquire, on the same terms and conditions as were applicable under such Seller COR Stock Option, the same number of shares of Buyer Millennium Common Stock as the holder of such Seller COR Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option COR Stock Option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller COR Common Stock purchasable pursuant to such Seller COR Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Millennium Common Stock deemed purchasable pursuant to such Seller COR Stock Option in accordance with the foregoing. At the request of Millennium, the Board of Directors of COR shall cooperate with Millennium to take all necessary actions, pursuant to the COR Stock Plans and the instruments evidencing the COR Stock Options, to provide for the conversion of the COR Stock Options in accordance with this Section, and to provide that no consent of the holders of the COR Stock Options is required in connection with such conversion. Millennium shall use reasonable efforts to cause any assumed COR Stock Options that qualify as "incentive stock options" as defined in Section 422 of the Code immediately prior to the Effective Time to continue to so qualify immediately after the Effective Time; provided, however, that Millennium shall have no liability to a holder of any such options, or any other party, if an assumed COR Stock Option (or any part thereof) does not qualify as an incentive stock option for any reason. (b) As soon as practicable after the Effective Time, Buyer Millennium shall deliver to the participants in Seller COR Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)thereto. (c) Buyer At or prior to the Effective Time, Millennium shall take all corporate action necessary to authorize and reserve for issuance at all times a sufficient number of shares of Buyer Millennium Common Stock for delivery under Seller the COR Stock Plans assumed in accordance with this Section 6.12and COR Convertible Notes. As soon as practicable (or in any event within five business days) after the Effective Time, Buyer Millennium shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Millennium Common Stock subject to such options the COR Stock Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller COR shall terminate its the 1991 Employee Stock Purchase Plan (the "ESPP") in accordance with its terms as of or immediately prior to the Effective TimeTime and the participants in the ESPP shall be permitted to exercise any then outstanding options thereunder at such time.

Stock Plans. (a) At Conexant and Washington will take all action necessary or appropriate so that each Conexant Split Option that is outstanding immediately prior to the Effective Time, each outstanding option Time of Distribution is adjusted pursuant to purchase the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Conexant Split Option was granted in the manner described in this Section 5.01. The number of shares of Seller Conexant Common Stock ( "Seller Stock Option") under subject to such adjusted Conexant Split Option and the Seller Stock Plans, whether vested or unvested, shall per-share exercise price of such adjusted Conexant Split Option will be deemed to constitute an option to acquire, determined as set forth on Schedule 5.01(a)(i). Each such adjusted Conexant Split Option will otherwise have the same terms and conditions as were those in effect immediately prior to the adjustment. In addition, each person holding a Conexant Split Option that is outstanding immediately prior to the Time of Distribution will receive a Washington Option pursuant to the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Seller Stock Option, the same Conexant Split Option was granted. The number of shares of Buyer Washington Common Stock subject to such Washington Option and the per-share exercise price of such Washington Option will be determined as set forth on Schedule 5.01(a)(ii). Each such Washington Option will otherwise have substantially the same terms and conditions as the holder corresponding Conexant Split Option being adjusted, except that references to Conexant will be changed to refer to Washington and references to any of such Seller the Conexant Stock Option would have been entitled Plans will be changed to receive pursuant refer to the Merger had such holder exercised such Washington's applicable stock option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoingplan. (b) As soon Prior to the Time of Distribution, Washington will have established one or more stock option plans (the "Washington Stock Plans") the purposes of which are to provide a means for Washington to perform its obligations with respect to Washington Options derived from the Conexant Split Options and which will be substantially similar in all material respects to the corresponding Conexant Stock Plan governing the Conexant Split Option from which the Washington Option was derived and will provide that solely for purposes of vesting and treatment of the Washington Options upon termination of employment, retirement, death or disability under the Washington Stock Plan, continued employment of the holder of any Washington Option who is not an Active Washington Employee with such holder's current employer (or an Affiliate thereof) shall be treated as practicable continued employment with Washington. From and after the Effective TimeTime of Distribution, Buyer Washington will retain sponsorship of and will be solely responsible for the Washington Stock Plans. (c) The Conexant Stock Plans will provide that solely for purposes of vesting and treatment of the Conexant Split Options upon termination of employment, retirement, death or disability under the Conexant Stock Plans, continued employment of any Active Washington Employee who holds a Conexant Split Option with Washington or Alpha (or an Affiliate thereof) shall deliver be treated as continued employment with Conexant. From and after the Time of Distribution, Conexant will retain sponsorship of and will be solely responsible for the Conexant Stock Plans. (d) Conexant and Washington will take all action necessary or appropriate so that each Mindspeed March 30 Option that is outstanding immediately prior to the participants Time of Distribution is adjusted pursuant to the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Mindspeed March 30 Option was granted in Seller the manner described in this Section 5.01(d). The number of shares of Conexant Common Stock Plans appropriate notice setting forth subject to such participants' rights pursuant thereto adjusted Mindspeed March 30 Option and the grants pursuant to Seller Stock Plans shall continue in effect per-share exercise price of such adjusted Mindspeed March 30 Option will be determined as set forth on Schedule 5.01(d). Each such adjusted Mindspeed March 30 Option will otherwise have the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving as those in effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or immediately prior to the Effective Timeadjustment.

Stock Plans. As soon as practicable following the date of this Agreement, but in any event prior to the consummation of the Exchange, the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following (it being understood that if the following is not permitted pursuant to the terms of the Stock Plans, the Company shall use its reasonable best efforts to obtain any consents or take any other action necessary in order to effect the following): (a) At The Company shall adjust the Effective Time, each terms of all outstanding option employee or director stock options to purchase shares of Seller Company Common Stock ( ("Seller Company Stock OptionOptions") granted under any stock option or stock purchase plan, program or arrangement of the Seller Company, including the Designer Holdings Ltd. 1996 Stock Option and Incentive Plan and the 1996 Outside Director Stock Option Plan (collectively, the "Stock Plans"), whether vested or unvestednot then exercisable, to provide that, at the Effective Time of the Merger, each Company Stock Option outstanding immediately prior to the Effective Time of the Merger shall be cancelled to the extent that the exercise price of such Company Stock Option equals or exceeds $11 per share. With respect to any Company Stock Option not cancelled pursuant to the preceding sentence, such Company Stock Option shall be deemed to constitute an option (each, a "Parent Stock Option") to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, the same number of shares of Buyer Parent Class A Common Stock as equal to the holder product of (1) the number of shares of Company Common Stock issuable upon exercise of such Seller Company Stock Option would have been entitled to receive pursuant to and (2) the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number)Exchange Ratio, at a price per share (rounded upward to the nearest whole cent) equal to (y1) the aggregate exercise price for the shares of Seller Company Common Stock otherwise purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z2) the number of full shares of Buyer Parent Class A Common Stock deemed issuable per share of Company Common Stock upon exercise of such Company Stock Option as set forth above; provided, however, that, after aggregating all the shares of a holder subject to Company Stock Options, any fractional share of Parent Class A Common Stock resulting from such calculation for such holder shall be rounded down to the nearest whole share; and provided, further, that in the case of any Company Stock Option to which Sections 422 and 423 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("qualified stock options"), Parent and the Company shall use their reasonable best efforts to cause the option price, the number of shares purchasable pursuant to such Seller Stock Option option, the terms and conditions of exercise of such option and such other terms and conditions of such option to be determined in accordance order to comply with Section 424(a) of the foregoing.Code; and (b) As soon Except as practicable after provided herein or as otherwise agreed to by the parties, the Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary shall terminate as of the Effective TimeTime of the Merger. After the Merger, Buyer each Parent Stock Option shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on be exercisable upon the same terms and conditions (subject including conditions relating to vesting and exercisability) as were applicable to the adjustments required by this Section 6.12 after giving effect Company Stock Options immediately prior to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after Merger and the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and Company shall use its reasonable best efforts to maintain ensure that following the effectiveness of such registration statement or registration statements (and maintain the current status Effective Time of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board Merger no holder of Directors of Seller shall, prior a Company Stock Option nor any participant in any Stock Plan shall have any right thereunder to or as acquire equity securities of the Effective Time, take all necessary actions, pursuant to and in accordance with Company or the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversionSurviving Corporation. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) (i) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Company Stock Option") under the Seller Stock Plans, whether vested or unvested, outstanding immediately prior to the Effective Time shall be deemed to constitute assumed by Parent and converted into an option to acquirepurchase shares of Parent Common Stock in accordance with this Section 6.10(a). Each Company Stock Option as so assumed and converted shall continue to have, on and be subject to, the same terms and conditions as were set forth in the applicable under such Seller Company Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full Plan and any agreements thereunder immediately prior to the Effective Time Time, except that, as of the Effective Time, each Company Stock Option as so assumed and converted shall be exercisable for that number of whole shares of Parent Common Stock (rounded downward down to the nearest whole number)share) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (y) the Option Exchange Ratio, at with a price per share exercise price of Parent Common Stock (rounded upward up to the nearest whole cent) equal to the quotient of (ya) the aggregate per share exercise price for of such Company Stock Option divided by (b) the shares Option Exchange Ratio. For purposes of Seller this Agreement, “Option Exchange Ratio” means the sum of (A) the Exchange Ratio and (B) the quotient of (i) the Cash Consideration per share of Company Common Stock purchasable pursuant divided by (ii) the average of the last reported sales prices of Parent Common Stock, as reported on the NYSE Composite Transactions Tape (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by Parent and the Company), on each of the ten consecutive trading days immediately preceding the date of the Effective Time. It is intended that Company Stock Options assumed and converted into options to acquire Parent Common Stock in accordance with the foregoing shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such Seller Company Stock Option Options qualified as incentive stock options immediately prior to the Effective Time divided by (zand that the assumption and conversion be consistent with Section 424(a) of the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto Code and the grants pursuant to Seller Stock Plans shall continue in effect on Treasury regulations thereunder, and, if reasonably practicable, the same terms and conditions (subject to the adjustments required by provisions of this Section 6.12 after giving effect to the Merger). (c) Buyer 6.10 shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection be applied consistent with such conversionintent. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") Earlychildhood Option under the Seller Earlychildhood Option Plans and each outstanding SmarterKids Stock Option under the SmarterKids Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such Seller SmarterKids Stock Option, the same number of shares of Buyer Holdings Common Stock as the holder of such Seller Earlychildhood Option or SmarterKids Stock Option Option, as the case may be, would have been entitled to receive pursuant to the Merger Contribution or the SmarterKids Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward down to the nearest whole number), at a price per share (rounded upward up to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of Seller SmarterKids Common Stock Stock, as the case may be, purchasable pursuant to such Seller Earlychildhood Option or such SmarterKids Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Holdings Common Stock deemed purchasable pursuant to such Seller Earlychildhood Option or SmarterKids Stock Option Option, as the case may be, in accordance with the foregoing. Prior to the Effective Time, each of Earlychildhood and SmarterKids shall make any such adjustments to the terms of the Earlychildhood Option Plans or SmarterKids Stock Plans as may be necessary to give effect to the provisions of this Section 5.15. (b) As soon as practicable after the Effective Time, Buyer Holdings shall deliver to the participants in Seller the Earlychildhood Option Plans and the SmarterKids Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Earlychildhood Option Plans or SmarterKids Stock Plans Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.15 after giving effect to the MergerTransactions). (c) Buyer Holdings shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Holdings Common Stock for delivery under Seller Earlychildhood Option Plans and SmarterKids Stock Plans assumed in accordance with this Section 6.125.15. As soon as practicable after the Effective Time, Buyer Holdings shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Holdings Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Management Committee or Board of Directors Directors, as the case may be, of Seller Earlychildhood and SmarterKids shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Earlychildhood Option Plans and the instruments evidencing the Earlychildhood Options, or the SmarterKids Stock Plans and the instruments evidencing the Seller SmarterKids Stock Options, as the case may be, to provide for the conversion of the Seller Earlychildhood Options and the SmarterKids Stock Options into options to acquire Buyer Holdings Common Stock in accordance with this Section 6.125.14, and that no to the extent required, obtain the consent of the holders of the Seller Earlychildhood Options or SmarterKids Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of SmarterKids shall, prior to or as of or prior to the Effective Time., take appropriate action to approve the deemed disposition of the SmarterKids Stock Options, as the case may be, for purposes of excepting such disposition under Rule 16b-3

Stock Plans. (a) At Conexant and Mindspeed will take all action necessary or appropriate so that each Conexant Split Option that is outstanding immediately prior to the Effective Time, each outstanding option Time of Distribution will be adjusted pursuant to purchase the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Conexant Split Option was granted in the manner described in this Section 4.01. The number of shares of Seller Conexant Common Stock ( "Seller Stock Option") under subject to such adjusted Conexant Split Option and the Seller Stock Plans, whether vested or unvested, shall per-share exercise price of such adjusted Conexant Split Option will be deemed to constitute an option to acquire, determined as set forth on Schedule 4.01(a)(i). Each such adjusted Conexant Split Option will otherwise have the same terms and conditions as were those in effect immediately prior to the adjustment. In addition, each person holding a Conexant Split Option that is outstanding immediately prior to the Time of Distribution will receive a Mindspeed Option pursuant to the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Seller Stock Option, the same Conexant Split Option was granted. The number of shares of Buyer Mindspeed Common Stock subject to such Mindspeed Option and the per-share exercise price of such Mindspeed Option will be determined as set forth on Schedule 4.01(a)(ii). Each such Mindspeed Option will otherwise have substantially the same terms and conditions as the holder corresponding Conexant Split Option being adjusted, except that references to Conexant will be changed to refer to Mindspeed and references to any of such Seller the Conexant Stock Option would have been entitled Plans will be changed to receive pursuant refer to the Merger had such holder exercised such Mindspeed's applicable stock option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoingplan. (b) As soon of the Time of Distribution, Mindspeed will have established one or more stock option plans (the "Mindspeed Stock Plans") the purposes of which are to provide a means for Mindspeed to perform its obligations with respect to Mindspeed Options arising from the Conexant Split Options and which will be substantially similar in all material respects to the corresponding Conexant Stock Plan governing the Conexant Split Option from which the Mindspeed Option was derived and will provide that solely for purposes of vesting and treatment of the Mindspeed Options upon termination of employment, retirement, death or disability under the Mindspeed Stock Plans, continued employment of the holder of any Mindspeed Option who is not an Active Mindspeed Employee with such holder's current employer (or an Affiliate thereof) (including a Returning Mindspeed Employee's continued employment with Conexant (or an Affiliate thereof)) shall be treated as practicable continued employment with Mindspeed. From and after the Effective TimeTime of Distribution, Buyer Mindspeed will retain sponsorship of and will be solely responsible for the Mindspeed Stock Plans. (c) The Conexant Stock Plans will provide that solely for purposes of vesting and treatment of the Conexant Split Options upon termination of employment, retirement, death or disability under the Conexant Stock Plans, continued employment of any Active Mindspeed Employee (including a Mindspeed Transfer Employee) who holds a Conexant Split Option with Mindspeed (or an Affiliate thereof) shall deliver be treated as continued employment with Conexant. From and after the Time of Distribution, Conexant will retain sponsorship of and will be solely responsible for the Conexant Stock Plans. (d) Conexant and Mindspeed will take all action necessary or appropriate so that each Specified Conexant Option that is outstanding immediately prior to the participants Time of Distribution is adjusted pursuant to the equitable adjustment and other provisions of the applicable Conexant Stock Plan under which such Specified Conexant Option was granted in Seller the manner described in this Section 4.01(d). The number of shares of Conexant Common Stock Plans appropriate notice setting forth subject to such participants' rights pursuant thereto adjusted Specified Conexant Option and the grants pursuant to Seller Stock Plans shall continue in effect per-share exercise price of such adjusted Specified Conexant Option will be determined as set forth on Schedule 4.01(d). Each such adjusted Specified Conexant Option will otherwise have the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving as those in effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or immediately prior to the Effective Timeadjustment.

Stock Plans. (a) At Except as provided in the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Optionnext sentence, the same number of shares of Buyer Common Stock Company ----------- shall take such actions as the holder of may be necessary such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that immediately prior to the Effective Time each stock option outstanding pursuant to the Stock Plans (the "Option"), whether or not then exercisable, shall be canceled and only entitle ------- the holder thereof, upon surrender thereof, to receive an amount in cash from the Company equal to the result of multiplying the number of Shares previously subject to such Option by the difference between the Merger Consideration and the per Share exercise price of such Option. Notwithstanding anything contained herein to the contrary, all Options granted after July 21, 1997 shall, at the Effective Time, be assumed by Purchaser in accordance with the terms of the applicable Stock Plan and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each post July 21, 1997 Option may be exercised solely for shares of Purchaser common stock, (ii) the number of shares of Purchaser common stock subject to such Option shall be equal to the result (rounded downward down to the nearest whole number), at a price per share (rounded upward to share) of multiplying the nearest whole cent) equal to (y) the aggregate exercise price for the shares number of Seller Common Stock purchasable pursuant Shares subject to such Seller Stock Option immediately prior to the Effective Time divided by a fraction (the "Conversion Fraction"), the numerator of which is the Merger Consideration ------------------- and the denominator of which is the average of the closing prices of one share of Purchaser common stock on the New York Stock Exchange for the five business days immediately prior to the Effective Time and (iii) the per share exercise price under each such Option shall be equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise price under each such Option immediately prior the Effective Time by the Conversion Fraction; provided, however, that with respect to any Option which is an "incentive stock option", within the meaning of Section 422 of the Code, the adjustments provided in this Section shall, if applicable, be modified in a manner so that the adjustments are consistent with requirements of Section 424(a) of the Code. The Company agrees to take such actions as may be necessary so that each employee participating in the 1995 ESPP immediately prior to the Effective Time shall only be entitled to receive an amount in cash equal to the result of multiplying (i) the Merger Consideration by (zii) a fraction, the number numerator of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option which is the accumulated payroll deductions in accordance with the foregoing. (b) As soon as practicable after employee's account under the 1995 ESPP at the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue denominator of which is the purchase price for the "Offering" for the "Purchase Period" (as such terms are defined in the 1995 ESPP) in effect on the same terms and conditions (subject immediately prior to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect . The Company agrees to the shares of Buyer Common Stock subject take such actions as may be necessary to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or cease as of the Effective Time, take Time all necessary actions, pursuant further Offerings and payroll deductions under the 1995 ESPP. All restrictions on the retention of shares of restricted stock granted to and in accordance with employees under the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller 1994 Plan shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or lapse immediately prior to the Effective Time.

Stock Plans. Prior to the mailing of the Proxy Statement/Prospectus (aas defined in Section 6.1(a)) At to General's or Berkshire's stockholders, the Board of Directors of General (or, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) Adjust the terms of all outstanding employee stock options to purchase shares of General Common Stock ("General Stock Options") granted under any of General's 1995 Long Term Compensation Plan, Long Term Compensation Plan, 1996 Employee Stock Award Plan or 1989 Long Term Compensation Plan (collectively, the "Option Plans"), to provide that, at the Effective Time, each General Stock Option outstanding option immediately prior to purchase shares the Effective Time shall (except to the extent that Berkshire and the holder of Seller Common a General Stock ( "Seller Stock Option"Option otherwise agree in writing prior to the Effective Time) under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller General Stock Option, the same number of shares of Buyer Holding Company Class B Common Stock equal to the product of (1) the number of shares of General Common Stock issuable upon exercise of such General Stock Option and (2) 0.105, provided that any fractional shares of Holding Company Class B Stock resulting from such multiplication shall be rounded up or down to the nearest one one-hundredth of a share (provided that, notwithstanding the foregoing, the terms of such General Stock Option shall provide for the payment of cash in lieu of any fractional share of Holding Company Class B Common Stock upon exercise thereof in an amount equal to such fraction multiplied by the last sale price of Holding Company Class B Common Stock as reported on the holder New York Stock Exchange ("NYSE") Composite Tape on the date of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole numberexercise), at a price per share (rounded upward to the nearest whole cent) equal to (yx) the aggregate exercise price for the shares of Seller General Common Stock otherwise purchasable pursuant to such Seller General Stock Option immediately prior to the Effective Time divided by (zy) 0.105, provided, that such exercise price shall be rounded up or down to the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoingnearest cent. (bii) As soon Except as practicable after provided in Section 6.13 or as otherwise agreed to in writing by the Effective Timeparties, Buyer shall deliver to (A) the participants in Seller Option Plans, the 1998 Employee Stock Plans appropriate notice setting forth such participants' rights pursuant thereto Purchase Plan and the grants pursuant to Seller Stock Plans shall continue Unit Plan for Directors, the Employee Stock Savings and Ownership Plan, Cologne Reinsurance Company 401K Profit Sharing Plan and the Retirement Plan for Directors, and any other plan, program or arrangement providing for the issuance or grant of any interest in effect on respect of the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number capital stock of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (General or any successor or other appropriate forms)subsidiary (collectively, or another appropriate form with respect to the shares of Buyer Common "Stock subject to such options and Plans") shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or terminate as of the Effective Time, take all necessary actions, pursuant to and (B) General shall ensure that following the Effective Time no holder of a General Stock Option nor any participant in accordance with the terms any of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options shall have any right thereunder to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent equity securities of General or the holders of the Seller Stock Options is required in connection with such conversionHolding Company. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, Parent shall assume the rights and obligations of the Company with respect to the 2000 Plan as well as the duties of the Company with respect to the administration of such plan. (b) At the Effective Time, each Company Stock Option (other than phantom units of Company Common Stock) that has an exercise price equal to or less than $26.93 (the "Merger Consideration Value"), and is outstanding option immediately prior to purchase shares of Seller Common Stock ( the Effective Time, whether or not then vested or exercisable (each, an "Seller Stock Assumed Option") under the Seller Stock Plans, whether vested or unvested), shall be deemed to constitute fully vested and immediately exercisable and assumed by Parent. In accordance with its terms, each Assumed Option shall be converted into an option to acquireacquire that number of shares of Parent Common Stock equal to the sum of (x) the product of the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time and the Exchange Ratio and (y) the quotient of the Cash Merger Consideration divided by the Parent Closing Price (which sum shall be rounded down to the nearest whole share), on at a price per share equal to the aggregate exercise price of Company Common Stock subject to such Assumed Option divided by the number of shares determined under (x) and (y) above (which price per share shall be rounded up to the nearest whole cent). The Assumed Option shall otherwise be subject to the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller respective Company Stock Option immediately prior to the Effective Time divided Time. It is the intention of the parties that each Assumed Option that qualified as an incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time. (c) Prior to the Closing Date, (i) each Company Stock Option that has an exercise price in excess of the Merger Consideration Value and is outstanding on the date hereof, whether or not then vested or exercisable (each, a "Cancelled Option"), shall be fully vested and immediately exercisable; (ii) the Company shall notify the holders of each such Cancelled Option that if such options are not exercised within the period ending fifteen (15) days (thirty (30) days in the case of Company Stock Options granted under the 1995 Director Plan) from the date of such notice, such Cancelled Option shall expire as of the last day of such period and be of no further force or effect. (d) At the Effective Time, each Phantom Unit Account that contains phantom units of Company Common Stock ("Phantom Units") immediately prior to the Effective Time, whether or not then vested (each, an "Assumed Phantom Unit Account"), shall be fully vested and assumed by Parent. Each Assumed Phantom Unit Account shall be converted into a deferral account under the 1995 Director Plan with respect to the phantom units of Parent Common Stock equal to the sum of (zi) the product of the number of full shares Phantom Units in such Assumed Phantom Unit Account immediately prior to the Effective Time and the Exchange Ratio and (ii) the quotient of Buyer the Cash Merger Consideration divided by the Parent Closing Price (which sum shall be rounded down to the nearest whole share). The Assumed Phantom Unit Account and phantom units of Parent Common Stock deemed purchasable pursuant held therein shall otherwise be subject to the same terms and conditions as were applicable to such Seller Stock Option in accordance with Phantom Unit Account immediately prior to the foregoingEffective Time. (be) If and to the extent necessary or required by the terms of any Company Stock Plan or any Company Stock Option, the Company shall, prior to the Effective Time, amend the terms of its equity incentive plans or arrangements, to give effect to the provisions of Sections 6.10(b) and 6.10(c). (f) As soon as practicable after following the Effective Time, Buyer shall deliver but in any event within five (5) business days thereafter (to the participants in Seller extent Parent has received the most recent copies of the relevant Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto Plans), Parent shall prepare and file with the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file SEC a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to covering the shares of Buyer Parent Common Stock subject issuable pursuant to the outstanding Assumed Options and Assumed Phantom Unit Accounts, Parent shall cause the same to become effective, and Parent shall take such options and shall use its best efforts further EXECUTION COPY actions as may be reasonably necessary to maintain the effectiveness of cover under such registration statement or registration statements (and maintain the current status shares of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or held by those persons eligible immediately prior to the Effective TimeClosing Date pursuant to the 1995 Director Plan.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Newpark Common Stock ( (a "Seller Newpark Stock Option") under the Seller Newpark Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Newpark Stock Option, the same number of shares of Buyer Tuboscope Common Stock as the holder of such Seller Newpark Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Newpark Common Stock purchasable pursuant to such Seller Newpark Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Tuboscope Common Stock deemed purchasable pursuant to such Seller Newpark Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Tuboscope shall deliver to the participants in Seller Newpark Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Newpark Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 6.10 after giving effect to the Merger). (c) Buyer Tuboscope shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Tuboscope Common Stock for delivery under Seller Newpark Stock Plans assumed in accordance with this Section 6.126.10. As soon as practicable after the Effective Time, Buyer Tuboscope shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Tuboscope Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller Newpark shall, prior to or as of the Effective Time, take all necessary actions, if any, pursuant to and in accordance with the terms of the Seller Newpark Stock Plans and the instruments evidencing the Seller Newpark Stock Options, to provide for the conversion of the Seller Newpark Stock Options into options to acquire Buyer Tuboscope Common Stock in accordance with this Section 6.126.10, and that no consent of the holders of the Seller Newpark Stock Options is required in connection with such conversion. (e) Seller The shares of Newpark Common Stock awarded, issued and outstanding under the Newpark Long Term Cash and Stock Incentive Plan shall terminate its Employee be converted into Tuboscope Common Stock Purchase Plan on the Effective Date as provided in Article II of this Agreement and shall remain subject to restriction and forfeiture and to the lapse or expiration of such restrictions and risk of forfeiture on the terms and conditions provided in the agreements under which such shares were awarded and issued. Such agreements shall remain in full force and effect in accordance with its these terms after the Effective Date. (f) At the Effective Time, the Newpark Warrant shall constitute a warrant to acquire the same number of shares of Tuboscope Common Stock as the holder of or the Newpark Warrant would have been entitled to receive pursuant to the Merger had such holder exercised the Newpark Warrant in full immediately prior to the Effective TimeTime (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Newpark Common Stock purchasable pursuant to the Newpark Warrant immediately prior to the Effective Time divided by (z) the number of full shares of Tuboscope Common Stock deemed purchasable pursuant to the Newpark Warrant in accordance with the foregoing.

Stock Plans. (a) Company has provided Parent with a true and complete list as of March 9, 2000 of all holders of outstanding options under the Company Stock Plans, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price and term of each such option (in each case, without giving effect to the 100% stock dividend being distributed by Company on or about March 13, 2000. On the Closing Date, Company shall deliver to Parent an updated list current as of such Closing Date. At the Effective Time, each outstanding option to purchase shares of Seller Company Common Stock ( (a "Seller Company Stock Option") under the Seller Company Stock Plans, -------------------- whether vested or unvested, shall be deemed to assumed and shall constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, the same number of shares of Buyer Parent Common Stock as the holder of such Seller Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Company Common Stock purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller Company Stock Option in accordance with the foregoing. All outstanding rights of Company that it may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock issued or issuable under any of the Company Stock Plans (the "Repurchase ---------- Options") shall be assigned to Parent and shall thereafter be ------- exercisable by Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to the Repurchase Options and the purchase price per shall be adjusted to reflect the Exchange Ratio. (b) Except as otherwise provided in the Company Stock Plans, the documents governing the outstanding Company Stock Options under the Company Stock Plans, and offer letters and other agreements affecting such Company Stock Options, the Merger shall not result in the termination or acceleration of any outstanding Company Stock Options under the Company Stock Plans that are so assumed by Parent. It is the intention of the parties that the Company Stock Options so assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the extent such Company Stock Options qualified as incentive stock options prior to the Effective Time. As soon promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent will issue to each person who, immediately prior to the Effective Time, Buyer shall deliver to is a holder of an outstanding Company Stock Option under the participants in Seller Company Stock Plans appropriate notice setting forth that is to be assumed by Parent hereunder, a document evidencing the foregoing assumption of such participants' rights pursuant thereto and the grants pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required Option by this Section 6.12 after giving effect to the Merger)Parent. (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Company Stock Plans Options assumed in accordance with this Section 6.126.09. As soon promptly as reasonably practicable and in ------------ any event within fifteen (15) business days after receipt of all option documentation it requires relating to the Effective Timeoutstanding Company Stock Options, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the form) covering shares of Buyer Parent Common Stock subject issuable pursuant to such options Company Stock Options assumed by Parent provided that such Company Stock Options qualify for registration on such Form S-8 (or any such successor form). Company shall cooperate with and shall use its best efforts to maintain assist Parent in the effectiveness preparation 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 outstandingstatements. (d) The Board of Directors of Seller Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Company Stock Plans and the instruments evidencing the Seller Company Stock Options, to provide for the conversion of the Seller Company Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.126.09, and to provide that ------------ no consent of the holders of the Seller Company Stock Options is required in connection with such conversion. (e) Seller Assuming that the Company delivers to Parent the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Parent, or a committee of two or more "non-employee ------------ directors" (as such term is defined for purposes of Rule 16b-3 under --------- the Exchange Act) thereof, shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or adopt resolutions prior to the Effective Time.Time providing that, and shall take other appropriate action such that, the deemed grant to Company Insiders (as defined below) of options to purchase Parent Common Stock under the Company Stock Options (as converted into options to acquire Parent Common Stock pursuant to this Section 6.09), and the receipt by Company Insiders of Parent ------------ Common Stock in exchange for Company Common Stock pursuant to the Merger, are intended to be exempt from liability pursuant to Section 16(b) of the Exchange Act. Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including specifying the name of each Company Insider, the number of equity securities to be acquired or disposed of by each Company Insider, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d) under the Exchange Act. "Section 16 Information" shall mean the names of the ---------------------- Company Insiders, the number of shares of Company Common Stock held by each Company Insider and expected to be exchanged for Parent Common Stock in the Merger and the number and a description of Company Stock Options held by each Company Insider and expected to be converted into options to acquire Parent Common Stock in 41

Stock Plans. Subject to the terms of this Agreement, effective as of immediately prior to the close of the Distribution Date, Vialta shall grant to each employee, consultant and outside director of ESS (aas determined by ESS) At who is a holder of an ESS Option that is outstanding immediately prior to the Effective Timeclose of the Distribution Date, a Vialta Option under the Vialta 2001 Plan, with respect to each such Option that was outstanding on the Record Date (each a "Distribution Option"). Distribution Options shall be evidenced by the form of stock option agreement approved by Vialta's Board of Directors in connection with the adoption of the Vialta 2001 Plan, which agreement shall be delivered to each such holder as soon as practicable after the close of the Distribution Date. 5.2.1 Each Distribution Option shall provide for the purchase of a number of shares of Seller Vialta Class A Common Stock ( equal to the number of shares of ESS Common Stock which are subject, as of the Record Date, to the ESS Option (the "Seller Stock OptionCORRESPONDING ESS OPTION") under the Seller Stock Plans, with respect to which such Distribution Option is granted (whether vested or unvested, shall be deemed ) multiplied by the Distribution Ratio. With respect to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock each Distribution Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive Vialta Class A common stock determined pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (preceding sentence shall be rounded downward down to the nearest whole number)share of Vialta Class A common stock. 5.2.2 The vesting provisions, at a price per share (rounded upward term and other provisions of each Distribution Option shall be the same as those in effect with respect to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock applicable Corresponding ESS Option immediately prior to the Effective Time divided by (z) close of the number Distribution Date, except as otherwise provided for in this Section 5.2. A Distribution Option may only be exercised at the same time as the exercise of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option the Corresponding ESS Option, as described in accordance with the foregoingSection 5.2.3 below. (b) As soon 5.2.3 The per-share exercise price, the vesting provisions, term and other provisions of each such Corresponding ESS Option shall be the same as practicable after the Effective Time, Buyer shall deliver those in effect immediately prior to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto close of the Distribution Date. Upon the subsequent exercise of a Corresponding ESS Option, the holder will be deemed to have also exercised the corresponding Distribution Option, and will receive the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance ESS shares being acquired upon exercise of as well as a sufficient corresponding number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstandingVialta Class A common stock. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) Immediately prior to the Effective Time, Western Power shall have no more than 585,000 Western Power Stock Options outstanding. At the Effective Time, each outstanding option to purchase shares of Seller Common Western Power Stock ( "Seller Stock Option") Option under the Seller Western Power Stock Plans and each outstanding E-Mobile Stock Option under the E-Mobile Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Western Power Stock Option or E-Mobile Stock Option, as the case may be the same number of shares of Buyer Parent Common Stock as the holder of such Seller Western Power Stock Option or E-Mobile Stock Option, as the case may be, would have been entitled to receive pursuant to the Western Power Merger or the E-Mobile Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward downward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Western Power Common Stock or E-Mobile Common Stock, as the case may be, purchasable pursuant to such Seller Western Power Stock Option or such E-Mobile Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller Western Power Stock Option or E-Mobile Stock Option, as the case may be, in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller the Western Power Stock Plans and the E-Mobile Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Western Power Stock Plans or E-Mobile Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.13 after giving effect to the MergerMergers). (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Western Power Stock Plans and E-Mobile Stock Plans assumed in accordance with this Section 6.125.13. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller each of Western Power and E-Mobile shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Western Power Stock Plans and the instruments evidencing the Seller Western Power Stock Options, or the E-Mobile Stock Plans and the instruments evidencing the E-Mobile Stock Options, as the case may be, to provide for the conversion of the Seller Western Power Stock Options and the E-Mobile Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.125.13, and that no consent of the holders of the Seller Western Power Stock Options or E-Mobile Stock Options is required in connection with such conversion. (e) Seller At the Effective Time, the Parent shall terminate its Employee adopt the stock plan (the "Parent Stock Purchase Plan") substantially in the form attached hereto as Exhibit D, pursuant to which a reserve of shares shall be established for the grant of options in an amount equal to fifteen percent (15%) of the total shares outstanding at the Effective Time. The shares reserved for issuance pursuant to the Parent Stock Plan shall be in accordance with its terms as of or prior addition to Western Power Stock Options and E-Mobile Stock Options outstanding, and assumed by Parent, at the Effective Time.

Stock Plans. As soon as practicable following the ----------- date of this Agreement, but in any event prior to the consummation of the Exchange, the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following (it being understood that if the following is not permitted pursuant to the terms of the Stock Plans, the Company shall use its reasonable best efforts to obtain any consents or take any other action necessary in order to effect the following): (a) At The Company shall adjust the Effective Time, each terms of all outstanding option employee or director stock options to purchase shares of Seller Company Common Stock ( ("Seller Company Stock OptionOptions") granted under any stock option or stock purchase plan, program or arrangement of the Seller Company, including the Designer Holdings Ltd. 1996 Stock Option and Incentive Plan and the 1996 Outside Director Stock Option Plan (collectively, the "Stock Plans"), whether vested or unvestednot then exercisable, to provide that, at the Effective Time of the Merger, each Company Stock Option outstanding immediately prior to the Effective Time of the Merger shall be cancelled to the extent that the exercise price of such Company Stock Option equals or exceeds $11 per share. With respect to any Company Stock Option not cancelled pursuant to the preceding sentence, such Company Stock Option shall be deemed to constitute an option (each, a "Parent Stock Option") to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, the same number of shares of Buyer Parent Class A Common Stock as equal to the holder product of (1) the number of shares of Company Common Stock issuable upon exercise of such Seller Company Stock Option would have been entitled to receive pursuant to and (2) the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number)Exchange Ratio, at a price per share (rounded upward to the nearest whole cent) equal to (y1) the aggregate exercise price for the shares of Seller Company Common Stock otherwise purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z2) the number of full shares of Buyer Parent Class A Common Stock deemed issuable per share of Company Common Stock upon exercise of such Company Stock Option as set forth above; provided, however, that, after aggregating all the shares of a holder subject to Company Stock Options, any fractional share of Parent Class A Common Stock resulting from such calculation for such holder shall be rounded down to the nearest whole share; and provided, further, that in the case of any Company Stock Option to which Sections 422 and 423 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("qualified stock options"), Parent and the Company shall use their reasonable best efforts to cause the option price, the number of shares purchasable pursuant to such Seller Stock Option option, the terms and conditions of exercise of such option and such other terms and conditions of such option to be determined in accordance order to comply with Section 424(a) of the foregoing.Code; and (b) As soon Except as practicable after provided herein or as otherwise agreed to by the parties, the Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary shall terminate as of the Effective TimeTime of the Merger. After the Merger, Buyer each Parent Stock Option shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on be exercisable upon the same terms and conditions (subject including conditions relating to vesting and exercisability) as were applicable to the adjustments required by this Section 6.12 after giving effect Company Stock Options immediately prior to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after Merger and the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and Company shall use its reasonable best efforts to maintain ensure that following the effectiveness of such registration statement or registration statements (and maintain the current status Effective Time of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board Merger no holder of Directors of Seller shall, prior a Company Stock Option nor any participant in any Stock Plan shall have any right thereunder to or as acquire equity securities of the Effective Time, take all necessary actions, pursuant to and in accordance with Company or the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversionSurviving Corporation. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller N2K Common Stock ( (an "Seller N2K Stock Option") under the Seller N2K Stock Plans and each outstanding option to purchase shares of CDnow Common Stock (a "CDnow Stock Option") under the CDnow Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller N2K Stock Option or CDnow Stock Option, as the case may be, the same number of shares of Buyer NewCo Common Stock as the holder of such Seller N2K Stock Option or CDnow Stock Option, as the case may be, would have been entitled to receive pursuant to the N2K Merger or the CDnow Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller N2K Common Stock or CDnow Common Stock, as the case may be, purchasable pursuant to such Seller N2K Stock Option or such CDnow Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer NewCo Common Stock deemed purchasable pursuant to such Seller N2K Stock Option or CDnow Stock Option, as the case may be, in accordance with the foregoing; provided, however, that the foregoing adjustment for any N2K Stock -------- ------- Option or CDnow Stock Option which is intended to qualify as an "incentive stock option" (as defined under Section 422 of the Code) shall be affected in a manner consistent with Section 424(a) of the Code. (b) As soon as practicable after the Effective Time, Buyer NewCo shall deliver to the participants in Seller the N2K Stock Plans and the CDnow Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller N2K Stock Plans or CDnow Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.14 after giving effect to the MergerMergers). (c) Buyer NewCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer NewCo Common Stock for delivery under Seller N2K Stock Plans and CDnow Stock Plans assumed in accordance with this Section 6.125.14. As soon as practicable after the Effective Time, Buyer NewCo shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer NewCo Common Stock subject to such options and shall use its best 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. (d) The Board of Directors of Seller each of N2K and CDnow shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller N2K Stock Plans and the instruments evidencing the Seller N2K Stock Options, or the CDnow Stock Plans and the instruments evidencing the CDnow Stock Options, as the case may be, to provide for the conversion of the Seller N2K Stock Options and the CDnow Stock Options into options to acquire Buyer NewCo Common Stock in accordance with this Section 6.12, and that no 5.14 without obtaining consent of the holders of the Seller N2K Stock Options is required or CDnow Stock Options in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of each of N2K and CDnow shall, prior to or as of or prior to the Effective Time., take appropriate action to approve the deemed cancellation of the N2K Stock Options or CDnow Stock Options, as the case may be, for purposes of Section 16(b)

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Varco Common Stock ( (a "Seller Varco Stock Option") under the Seller Varco Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Varco Stock Option, the same number of shares of Buyer Tuboscope Common Stock as the holder of such Seller Varco Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Varco Common Stock purchasable pursuant to such Seller Varco Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Tuboscope Common Stock deemed purchasable pursuant to such Seller Varco Stock Option in accordance with the foregoing. It is intended that Varco Stock Options converted into options to acquire Tuboscope Common Stock in accordance with the foregoing shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such Varco Stock Options qualified as incentive stock options immediately prior to the Effective Time, and the provisions of this Section 6.10 shall be applied consistent with such intent. (b) As soon as practicable after the Effective Time, Buyer Tuboscope shall deliver to the participants in Seller Varco Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Varco Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 6.10 after giving effect to the Merger). (c) Buyer Tuboscope shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Tuboscope Common Stock for delivery under Seller Varco Stock Plans assumed in accordance with this Section 6.126.10. As soon as practicable after the Effective Time, Buyer Tuboscope shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Tuboscope Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board board of Directors directors of Seller Varco shall, prior to or as of the Effective Time, take all necessary actions, if any, pursuant to and in accordance with the terms of the Seller Varco Stock Plans and the instruments evidencing the Seller Varco Stock Options, to provide for the conversion of the Seller Varco Stock Options into options to acquire Buyer Tuboscope Common Stock in accordance with this Section 6.12, and that no 6.10 without the consent of the holders of the Seller Varco Stock Options is required in connection with such conversionOptions. (e) Seller Prior to the Effective Time, Varco's board of directors (or, if appropriate, any committee thereof) and Tuboscope's board of directors (or, if appropriate, any committee thereof) shall terminate its adopt appropriate resolutions and take all other actions necessary to provide that, effective at the Effective Time, each right to purchase shares of Varco Common Stock outstanding at the Effective Time (a "Varco Stock Purchase Right") under the Varco 1980 Employee Stock Purchase Plan shall be assumed by Tuboscope and shall continue in effect on the same terms and conditions as in effect immediately prior to the Effective Time (subject to the adjustments in this Section), and each such Varco Stock Purchase Right shall be converted automatically into a right to purchase shares of Tuboscope Common Stock (a "New Stock Purchase Right"). Each New Stock Purchase Right shall entitle the holder thereof to purchase the number of shares of Tuboscope Common Stock determined under the terms and conditions of the Varco Stock Purchase Plan, as amended as provided for herein, at the exercise price determined as provided below. Effective at the Effective Time, Tuboscope shall assume the Varco Stock Purchase Plan, shall amend the Varco Stock Purchase Plan to substitute references to Tuboscope Common Stock for references to Varco Common Stock therein and shall continue the Varco Stock Purchase Plan with respect to the New Stock Purchase Rights; provided, however, that Tuboscope shall reserve the right to terminate the Varco Stock Purchase Plan upon the exercise or other termination of all New Stock Purchase Rights in accordance with its the terms of the Varco Stock Purchase Plan. The exercise price for a New Stock Purchase Right shall be determined under the terms of the Varco Stock Purchase Plan, provided that the fair market value of the "Stock" (as defined in the Varco Stock Purchase Plan) on any day prior to the Closing Date shall equal the per share fair market value of Varco Common Stock on such date, divided by the Exchange Ratio; and, provided, further, that the fair market value of the "Stock" (as defined in the Varco Stock Purchase Plan) on any date on or after the Closing Date shall mean the fair market value of Tuboscope Common Stock on such date. The adjustment provided herein with respect to any Varco Stock Purchase Right shall be, and is intended to be, effective in a manner which is consistent with Section 424(a) of the Code and the treasury registration thereunder, and shall provide that the excess (if any) of the aggregate fair market value of the shares of Tuboscope Common Stock over the aggregate exercise price for a New Stock Purchase Right shall be no greater than the excess (if any) of the aggregate fair market value of the shares of Varco Common Stock over the aggregate exercise price for such Varco Stock Purchase Right, and shall provide that the New Stock Purchase Right shall not give the holder more favorable benefits than such holder had with respect to the Varco Stock Purchase Right. Except as provided in this Section, after the Effective Time, each New Stock Purchase Right shall be exercisable upon the same terms and conditions as were applicable to the related Varco Stock Purchase Right immediately prior to the Effective Time (except that with regard to such New Stock Purchase Right, any references to Varco shall be deemed, as appropriate, to mean Tuboscope). Tuboscope shall take all action necessary, on or prior to the Effective Time, to authorize and reserve a number of shares of Tuboscope Common Stock sufficient for issuance upon the exercise of New Stock Purchase Rights as contemplated by this Section.

Stock Plans. (a) At 2.2.1 Company and Purchaser shall take all requisite action so that, as of the Effective Time, each outstanding option to purchase acquire shares of Seller Company Common Stock ( "Seller (each, a “Company Stock Option") under the Seller Stock Plans”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that is outstanding immediately prior to the Effective Time shall cease to represent a Company Stock Option, and shall be converted, by virtue of the Merger and without any action on the part of the holder of that Company Stock Option, or of Company, Purchaser, or any other Person, into a fully-vested and exercisable option (rounded downward as converted, a “Converted Stock Option”) with respect to a number of shares of Purchaser Common Stock equal to the nearest whole number)product of (a) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (b) the Exchange Ratio. The value of any fractional shares related to any Converted Stock Option shall be paid in cash at the time such Converted Stock Option is otherwise settled pursuant to its terms. As of the Effective Time, Purchaser will assume the Company Stock Plan. 2.2.2 All Converted Stock Options shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Plan and agreement to which such Converted Stock Option was subject immediately prior to the Effective Time, except as otherwise provided in this Plan of Merger. For the avoidance of doubt, each holder of Converted Stock Options immediately following the Effective Time shall be permitted to effect a cashless exercise of such Converted Stock Options at any time during the term of such Converted Stock Options. The exercise price (if any) per share (rounded upward of Purchaser Common Stock applicable to the nearest whole cent) any Converted Stock Option shall be equal to (ya) the aggregate per share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (zb) the number of full shares of Buyer Common Stock deemed purchasable pursuant Exchange Ratio. Prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Company shall deliver make such amendments and take such other actions with respect to the Company Stock Plan as shall be necessary to effect the adjustment referred to in this Section 2.2, including, if required, notifying all participants in Seller the Company Stock Plans appropriate notice setting forth Plan of such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)adjustment. (c) Buyer 2.2.3 Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Purchaser Common Stock for delivery under Seller upon exercise or settlement of the Converted Stock Plans assumed Options in accordance with this Section 6.122.2. As soon as reasonably practicable after the Effective Time, Buyer if and to the extent necessary to cause a sufficient number of shares of Purchaser Common Stock to be registered and issuable under Converted Stock Options, Purchaser shall file a post-effective amendment to the Registration Statement or one or more registration statement statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form form) with respect to the shares of Buyer Purchaser Common Stock subject to such options Converted Stock Options and shall use its best 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 Converted Stock Options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option Employee shall receive full vesting and all restrictions against Employee shall lapse with respect to purchase shares of Seller Common Stock ( "Seller Stock Option") and under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full any stock plans maintained by Company immediately prior to the Effective Time Termination Date. Employee shall have six months following the Termination Date in which to exercise the rights granted below. The six-month exercise period shall apply notwithstanding any shorter exercise period which may be provided for under the stock option agreement in the case of Employee's termination of employment. To the extent that the provision set forth in the previous sentence conflicts with Employee's stock option agreement, the stock option agreement is deemed amended and the provision in the previous sentence shall control. Provided, however, the exercise period shall in no event be extended beyond the date on which the option would expire under the stock option agreement if Employee had not been terminated. During the six-month period (rounded downward or shorter period if the options would expire within such shorter period under the stock option agreement if Employee had not been terminated) following the Termination Date, the Employee shall be entitled to elect one (but not more than one) of the following alternatives: (1) To exercise any stock options not exercised prior to the nearest whole number), at Termination Date; (2) To make a price per share (rounded upward written demand for payment by Company of an amount equal to the nearest whole cent) equal difference between the value of the stock which is subject to (y) the aggregate options and the exercise price for the stock subject to said options. For this purpose, the "value" of the stock subject to the options shall be the greatest of (i) the fair market value of the stock on the date Employee demands payment hereunder, or (ii) the highest fair market value of the stock on the date any Change of Control occurred, or (iii) the highest consideration (whether in cash or in kind) paid in connection with any Change of Control event to any shareholder of Company for such shareholder's shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to stock in Company by the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option "person" or "group," as determined in accordance with Section 13(d)(3) of the foregoing. (b) As soon as practicable after the Effective TimeExchange Act, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants which attained control pursuant to Seller Stock Plans said Change of Control event. Company shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer 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 make payment of the prospectus or prospectuses contained therein) for so long appropriate amount, as such options remain outstandingdetermined above, within 15 days after Employee makes the written demand. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Company Stock ( "Seller Stock Option") Option under the Seller Company Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, Option the same number of shares of Buyer Gaming Co. Common Stock as the holder of such Seller Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Company Common Stock purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Gaming Co. Common Stock deemed purchasable pursuant to such Seller Company Stock Option in accordance with the foregoing, it being acknowledged by Hilton that each such Company Stock Option will, to the extent provided for in the applicable option or agreement, become fully vested at the Effective Time as a result of the Merger. (b) As soon as practicable Promptly after the Effective Time, Buyer Gaming Co. shall deliver to the participants in Seller the Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 7.14 after giving effect to the Merger). (c) Buyer Gaming Co. shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Gaming Co. Common Stock for delivery under Seller Company Stock Plans assumed in accordance with this Section 6.127.14. As soon as practicable Promptly after the Effective Time, Buyer Gaming Co. shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Gaming Co. Common Stock subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Company Stock Plans and the instruments evidencing the Seller Company Stock Options, to provide for the conversion of the Seller Company Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.45

Stock Plans. (a) At 2.2.1 Firstbank and Mercantile shall take all requisite action so that, as of the Effective Time, each outstanding option to purchase shares Firstbank Stock Option and share of Seller Common Firstbank Restricted Stock ( (each, an "Seller Stock OptionAward") under the Seller Stock Plans), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that is outstanding immediately prior to the Effective Time (rounded downward shall cease to represent an Award with respect to Firstbank Common Stock, and shall be converted by virtue of the Merger and without any action on the part of the holder of that Award, into an award with respect to a number of shares of Mercantile Common Stock equal to the nearest whole numberproduct of (a) the aggregate number of shares of Firstbank Common Stock subject to such Award, multiplied by (b) the Exchange Ratio (as converted, a "Converted Stock-Based Award"). The value of any fractional shares related to any Converted Stock-Based Award shall be paid in cash at the time such Converted Stock-Based Award is otherwise settled pursuant to its terms. As of the Effective Time, Mercantile will assume each of the Firstbank Stock Plans. 2.2.2 All Converted Stock-Based Awards shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Firstbank Stock Plan (or any other agreement to which such Converted Stock-Based Award was subject immediately prior to the Effective Time), at a except as otherwise provided in this Plan of Merger. The exercise or strike price (if any) per share (rounded upward of Mercantile Common Stock applicable to the nearest whole cent) any Converted Stock-Based Award which was a Firstbank Stock Option shall be equal to (ya) the aggregate per share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option Award immediately prior to the Effective Time divided by (zb) the number of full shares of Buyer Common Stock deemed purchasable pursuant Exchange Ratio. Prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Firstbank shall deliver make such amendments and take such other actions with respect to the Firstbank Stock Plans as shall be necessary to effect the adjustment referred to in this Section 2.2, including notifying all participants in Seller the Firstbank Stock Plans appropriate notice setting forth of such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)adjustment. (c) Buyer 2.2.3 Mercantile shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Mercantile Common Stock for delivery under Seller Stock Plans assumed upon exercise or settlement of the Converted Stock-Based Awards in accordance with this Section 6.122.2. As soon as reasonably practicable after the Effective Time, Buyer if and to the extent necessary to cause a sufficient number of shares of Mercantile Common Stock to be registered and issuable under Converted Stock-Based Awards, Mercantile shall file a post-effective amendment to the Registration Statement or one or more registration statement statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form form) with respect to the shares of Buyer Mercantile Common Stock subject to such options Converted Stock-Based Awards and shall use its best 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 Converted Stock-Based Awards remain outstanding. (d) The Board 2.2.4 Each share of Directors of Seller shall, prior to or Firstbank Restricted Stock shall vest as of the Effective Time, take all necessary actions, Time and be converted into a share of Mercantile Common Stock on the same basis as other shares of Firstbank Common Stock pursuant to and in accordance with the terms this Section 2.2. Each holder of the Seller Firstbank Restricted Stock Plans and the instruments evidencing the Seller Stock Options, which is converted pursuant to provide for the conversion this Section 2.2 shall be permitted to surrender shares of the Seller Stock Options into options to acquire Buyer Mercantile Common Stock in accordance with this Section 6.12, and that no consent satisfaction of the holders of the Seller Stock Options is required in connection with such conversionapplicable Tax withholding obligations. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At Premark and Tupperware shall take all action ----------- necessary or appropriate (including obtaining the Effective Timeconsent of the holders of Premark Options and Premark Phantom SARs, if required) so that each Premark Option and Premark Phantom SAR held by a Tupperware Participant that is outstanding option to purchase as of the Distribution Date shall be replaced with a Tupperware Option or a Tupperware Phantom SAR, as the case 5 (b) Premark and Tupperware shall take all action necessary (including obtaining the consent of the holders of Premark Restricted Stock, if necessary) so that each award of Premark Restricted Stock held by a Tupperware Participant (including any Tupperware Common Stock issued in the Distribution with respect thereto) that is outstanding as of the Distribution Date is converted into an award of a number of shares of Seller Tupperware Restricted Stock such that the sum of such number and the number of shares of Tupperware Common Stock ( "Seller issued in the Distribution with respect to such Premark Restricted Stock Option") under equals the Seller number of shares of Premark Restricted Stock Planscomprising such award immediately before the Distribution Date, whether vested or unvestedtimes the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the nearest whole share. Such converted award shall be deemed subject to constitute an option the same schedule with respect to acquirethe lapse of restrictions and the same risks of forfeiture as the corresponding Premark Restricted Stock immediately before such conversion, on and shall otherwise have the same terms and conditions as were applicable under the corresponding Premark Restricted Stock, except that references to Premark shall be changed to references to Tupperware. (i) Premark and Tupperware shall take all action necessary or appropriate (including obtaining the consent of the holders of Premark Director Options, if required) so that each Premark Director Option held by an individual who is a non-employee member of the Board of Directors of both Tupperware and Premark (a "Common Non-Employee Director") and each Premark Director Option held by an individual who is a non-employee member of the Board of Directors of Tupperware but is not a member of the Board of Directors of Premark (a "Tupperware Non-Employee Director") that is outstanding as of the Distribution Date shall be replaced as set forth below. (ii) Each such Seller Stock Premark Director Option held by a Common Non-Employee Director shall be replaced with (i) a Tupperware Director Option and (ii) a new Premark Director Option, the same in each case as more fully described below. Such Tupperware Director Option shall constitute an option to purchase a number of shares of Buyer Tupperware Common Stock as equal to one-half the holder number of shares subject to such Seller Premark Director Option immediately before such replacement, times the Ratio, and then, if any resultant fractional share of Tupperware Common 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 (exists, rounded downward [up] [down] to the nearest whole number)share, at and with a per-share exercise price per share (rounded upward equal to the nearest whole cent) equal to (y) the aggregate per-share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Premark Director Option immediately prior to the Effective Time before such replacement, divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Ratio. Such Tupperware Director Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on otherwise have the same terms and conditions (subject as the Premark Director Option it replaces in part, except that references to the adjustments required by this Section 6.12 after giving effect Premark shall be changed to the Merger). (c) Buyer refer to Tupperware. Such new Premark Director Option shall take all corporate action necessary constitute an option to reserve for issuance purchase a sufficient number of shares of Buyer Premark Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after equal to one-half the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the number of shares of Buyer Common Stock subject to such options Premark Director Option immediately before such replacement, times the Premark Ratio, and shall use its best efforts then, if any resultant fractional share of Premark Common Stock exists, rounded [up] [down] to maintain the effectiveness nearest whole share, and with a per- share exercise price equal to the per-share exercise price of such registration statement or registration statements (and maintain Premark Director Option immediately before such replacement, divided by the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstandingPremark Ratio. (d) The Board of Directors of Seller shall, prior to or Effective as of the Effective TimeDistribution Date, take except as specifically set forth in Section 2.12, Tupperware and the Tupperware Subsidiaries shall assume and be solely responsible for (i) all necessary actionsLiabilities of the Pre-Distribution Group to or with respect to Tupperware Participants arising out of or relating to Premark Options, Premark Phantom SARs and Premark Restricted Stock that are outstanding as of the Distribution Date, and (ii) all Liabilities of the Pre- Distribution Group to or with respect to Common Non-Employee Directors and Tupperware Non-Employee Directors arising out of or relating to Premark Director Options to the extent they are to be replaced by Tupperware Director Options pursuant to and in accordance with the terms of the Seller Stock Plans Section 2.04(c). Tupperware and the instruments evidencing the Seller Stock Tupperware Subsidiaries shall be solely responsible for all Liabilities arising out of or relating to Tupperware Options, to provide for the conversion of the Seller Tupperware Stock Options into options to acquire Buyer Common Units, Tupperware Restricted Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversionTupperware Director Options. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) LILCO and BUG shall take all action required to terminate their respective employee stock option, stock purchase and other similar stock plans concurrent with the Effective Time. (b) At the Effective Time, (i) each share of BUG Common Stock (including fractional and uncertificated shares) held under BUG's Dividend Reinvestment and Stock Purchase Plan (the "DIVIDEND REINVESTMENT PLAN") or BUG's Employee Savings Plan, Discount Stock Purchase Plan for Employees and Long-Term Performance Incentive Compensation Plan (each a "BUG PLAN" and collectively the "BUG PLANS") immediately prior to the Effective Time shall be automatically exchanged for a like number of shares (including fractional and uncertificated shares) of Company Common Stock, which shares shall be held under and pursuant to the Dividend Reinvestment Plan or be issued under such BUG Plan, as the case may be, and (ii) each unexpired and unexercised option to purchase shares of BUG Common Stock ("BUG OPTION") under the Long-Term Performance Incentive Compensation Plan (the "INCENTIVE PLAN"), whether vested or unvested, will be automatically converted into an option (a "SUBSTITUTE OPTION") to purchase a number of shares of Company Common Stock equal to the number of shares of BUG Common Stock that could have been purchased immediately prior to the Effective Time (assuming full vesting) under such BUG Option, at a price per share of Company Common Stock equal to the per share option exercise price specified in such BUG Option. In accordance with Section 424(a) of the Code, each Substitute Option shall provide the option holders with rights and benefits that are no less and no more favorable to him than were provided under the BUG Option. (c) As of the Effective Time, the Company shall succeed to the Dividend Reinvestment Plan as in effect immediately prior to the Effective Time, and the Dividend Reinvestment Plan shall be appropriately modified to provide for the issuance or delivery of Company Common Stock on and after the Effective Time pursuant thereto. (d) As of the Effective Time, the BUG Plans shall be appropriately amended to provide for the issuance or delivery of Company Common Stock, and the Company shall agree to issue or deliver Company Common Stock in connection therewith. (e) At the Effective Time, each outstanding option to purchase shares share of Seller LILCO Common Stock ( (including fractional and uncertificated shares) held under LILCO's Dividend Reinvestment Plan (the "Seller Stock OptionLILCO DIVIDEND REINVESTMENT PLAN") under or LILCO's Employee Stock Purchase Plan, Directors Stock Unit Retainer Plan, Officer's Long Term Incentive Plan and Officers' Incentive Plan (each a "LILCO PLAN" and collectively the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full "LILCO PLANS") immediately prior to the Effective Time shall be automatically exchanged for a like number of shares (rounded downward including fractional and uncertificated shares) of Company Common Stock, which shares shall be held under and pursuant to the nearest whole number)LILCO Dividend Reinvestment Plan or be issued under such LILCO Plan, at a price per share as the case may be. (rounded upward f) As of the Effective Time, the Company shall succeed to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option LILCO Dividend Reinvestment Plan as in effect immediately prior to the Effective Time divided by (z) Time, and the number LILCO Dividend Reinvestment Plan shall be appropriately modified to provide for the issuance or delivery of full shares of Buyer Company Common Stock deemed purchasable on and after the Effective Time pursuant to such Seller Stock Option in accordance with the foregoingthereto. (bg) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock LILCO Plans and the instruments evidencing the Seller Stock Options, shall be appropriately amended to provide for the conversion issuance or delivery of Company Common Stock, and the Seller Stock Options into options Company shall agree to acquire Buyer issue or deliver Company Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversiontherewith. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option Employee shall receive full vesting and all restrictions against Employee shall lapse with respect to purchase shares of Seller Common Stock ( "Seller Stock Option") and under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full any stock plans maintained by Bank immediately prior to the Effective Time Termination Date. Employee shall have six months following the Termination Date in which to exercise the rights granted below. The six-month exercise period shall apply notwithstanding any shorter exercise period, which may be provided for under the stock option agreement in the case of Employee's termination of employment. To the extent that the provision set forth in the previous sentence conflicts with Employee's stock option agreement, the stock option agreement is deemed amended and the provision in the previous sentence shall control. Provided, however, the exercise period shall in no event be extended beyond the date on which the option would expire under the stock option agreement if Employee had not been Terminated. During the six-month period (rounded downward or shorter period if the options would expire within such shorter period under the stock option agreement if Employee had not been terminated) following the Termination Date, the Employee shall be entitled to elect one (but not more than one) of the following alternatives: 1) To exercise any stock options not exercised prior to the nearest whole number), at Termination Date; 2) To make a price per share (rounded upward written demand for payment by Bank of an amount equal to the nearest whole cent) equal difference between the value of the stock which is subject to (y) the aggregate options and the exercise price for the stock subject to said options. For this purpose, the "value" of the stock subject to the options shall be the greater of (i) the fair market value of the stock on the date Employee demands payment hereunder, or (ii) the highest fair market value of the stock on the date any Change of Control occurred, or (iii) the highest consideration (whether in cash or in kind) paid in connection with any Change of Control event to any shareholder of Bank for such shareholder's shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to stock in Bank by the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option "person" or "group," as determined in accordance with Section 13(d) (3) of the foregoing. (b) As soon as practicable after the Effective TimeExchange Act, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants which attained control pursuant to Seller Stock Plans said Change of Control event, Bank shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer 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 make payment of the prospectus or prospectuses contained therein) for so long appropriate amount, as such options remain outstandingdetermined above, within 15 days after Employee makes the written demand. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (ai) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Company Stock Option") under the Seller Stock Plans, whether vested or unvested, outstanding immediately prior to the Effective Time shall be deemed to constitute assumed by Parent and converted into an option to acquirepurchase shares of Parent Common Stock in accordance with this Section 6.10(a). Each Company Stock Option as so assumed and converted shall continue to have, on and be subject to, the same terms and conditions as were set forth in the applicable under such Seller Company Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full Plan and any agreements thereunder immediately prior to the Effective Time Time, except that, as of the Effective Time, (rounded downward i) each Company Stock Option as so assumed and converted shall be exercisable for that number of whole shares of Parent Common Stock equal to the nearest whole number), at a price per share (rounded upward to product of the nearest whole cent) equal to (y) the aggregate exercise price for the number of shares of Seller Company Common Stock purchasable pursuant that were subject to such Seller Company Stock Option immediately prior to the Effective Time divided multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (zii) the number of full per share exercise price for the shares of Buyer Parent Common Stock deemed purchasable pursuant subject to such Seller Company Stock Option as so assumed and converted shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock of such Company Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. It is intended that Company Stock Options assumed and converted into options to acquire Parent Common Stock in accordance with the foregoingforegoing shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time and that the assumption and conversion be consistent with Section 424(a) of the Code and the treasury regulations thereunder, and, if reasonably practicable, the provisions of this Section 6.10 shall be applied consistent with such intent. (bii) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller Company Stock Plans appropriate notice setting forth such participants' ’ rights pursuant thereto and the grants pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 6.10 after giving effect to the Merger). (iii) The Board of Directors of the Company (or appropriate committee thereof) shall, prior to or as of the Effective Time, take all necessary actions, if any, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing Company Stock Options, to provide for the assumption and conversion of Company Stock Options into options to acquire Parent Common Stock in accordance with this Section 6.10 without the consent of the holders of the Company Stock Options. (b) Prior to the Effective Time, the Company’s Board of Directors (or, if appropriate, any committee thereof) and Parent’s Board of Directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that, effective at the Effective Time, each right to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Stock Purchase Right”) under the Company Stock Purchase Plan shall be assumed by Parent and shall continue in effect on the same terms and conditions as in effect immediately prior to the Effective Time (subject to the adjustments in this Section 6.10(b)), and each such Company Stock Purchase Right shall be converted automatically into a right to purchase shares of Parent Common Stock (a “New Stock Purchase Right”). Each New Stock Purchase Right shall entitle the holder thereof to purchase the number of shares of Parent Common Stock determined under the terms and conditions of the Company Stock Purchase Plan, as provided for herein, at the per share exercise price determined as provided below. Effective at the Effective Time, Parent shall assume the Company Stock Purchase Plan, shall amend the Company Stock Purchase Plan to substitute references to Parent Common Stock for references to Company Common Stock therein and shall continue the Company Stock Purchase Plan with respect to the New Stock Purchase Rights; provided, however, that Parent shall reserve the right to terminate the Company Stock Purchase Plan upon the exercise or other termination of all New Stock Purchase Rights in accordance with the terms of the Company Stock Purchase Plan. The per share exercise price for a New Stock Purchase Right shall be determined under the terms of the Company Stock Purchase Plan, provided that the fair market value of the “Stock” (as defined in the Company Stock Purchase Plan) on any day prior to the Closing Date shall equal the per share fair market value of Company Common Stock on such date, divided by the Exchange Ratio, rounded up to the nearest whole cent; provided, further, that the fair market value of the “Stock” (as defined in the Company Stock Purchase Plan) on any date on or after the Closing Date shall mean the fair market value of Parent Common Stock on such date. The adjustment provided herein with respect to any Company Stock Purchase Right shall be, and is intended to be, effective in a manner which is consistent with Sections 423 and 424(a) of the Code and the treasury regulations thereunder, and shall provide that the excess (if any) of the aggregate fair market value of the shares of Parent Common Stock over the aggregate exercise price for the New Stock Purchase Right (resulting from the assumption and conversion of such Company Stock Purchase Right immediately after the Effective Time) shall be no greater than the excess (if any) of the aggregate fair market value of the shares of Company Common Stock over the aggregate exercise price for such Company Stock Purchase Right (immediately prior to the Effective Time), and shall provide that such New Stock Purchase Right shall not give the holder more favorable benefits than such holder had with respect to the Company Stock Purchase Right. At the Effective Time, the number of shares of Parent Common Stock subject to a New Stock Purchase Right resulting from the assumption and conversion of a Company Stock Purchase Right shall be determined under the terms of the Company Stock Purchase Plan (as so amended); provided, however, that the maximum number of shares of Parent Common Stock subject to such New Stock Purchase Right shall equal the maximum number of shares of Company Common Stock subject to the Company Stock Purchase Right, multiplied by the Exchange Ratio, rounded down to the nearest whole share. Except as provided in this Section 6.10(b), after the Effective Time, each New Stock Purchase Right shall be exercisable upon the same terms and conditions as were applicable to the related Company Stock Purchase Right immediately prior to the Effective Time (except that with regard to such New Stock Purchase Right, any references to the Company shall be deemed, as appropriate, to mean Parent). Parent shall take all action necessary, on or prior to the Effective Time, to authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of New Stock Purchase Rights as contemplated by this Section. (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Company Stock Plans assumed and the Company Stock Purchase Plan in accordance with this Section 6.126.10. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options the Company Stock Options and New Stock Purchase Rights, and shall use its best 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. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, Parent shall assume the Acquired Company's rights and obligations under each of the outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") options previously granted under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised Plans (each such option in full existing immediately prior to the Effective Time being called an "Existing Option," and each such option so assumed by Parent being called an "Assumed Option"), by which assumption the optionee shall have the right to purchase that number of shares of Parent Stock (rounded downward down to the nearest whole) into which the number of shares of Acquired Company Stock the optionee was entitled to purchase under the Existing Option would have been converted pursuant to the terms of the Merger as described in Section 2.1.6 hereof. Each Assumed Option shall constitute a continuation of the Existing Option, substituting Parent for Acquired Company as issuer and employment by Parent, Purchaser or one of their respective subsidiaries for employment by the Acquired Company. The aggregate price for the total number of shares of Parent Stock at which the Assumed Option may be exercised shall be the aggregate price at which the Existing Option was exercisable for the total number of shares of Acquired Company Stock, reduced (as necessary for purposes of rounding down) to the price that will buy the number of whole number)shares for which the Assumed Option will be exercisable in accordance with this Section 2.1.7, at a and the purchase price per share (rounded upward to of Parent Stock thereunder shall be such aggregate price divided by the nearest whole cent) equal to (y) the aggregate exercise price for the total number of shares of Seller Common Parent Stock purchasable pursuant to such Seller Stock Option covered thereby. The assumption of the Assumed Options by Parent as provided in this Section 2.1.7 shall not, except as provided herein, provide the holders thereof additional benefits which they did not have immediately prior to the Effective Time divided by (z) or relieve the number holders thereof of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver any obligations or restrictions applicable to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (Assumed Options or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Parent 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 obtainable upon exercise of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Assumed Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.. 5

Stock Plans. (a) At 2.2.1 Company and Purchaser shall take all requisite action so that, as of the Effective Time, each outstanding option right of any kind, contingent or accrued, to purchase receive Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Seller Company Common Stock ( "Seller Stock Option") under the Seller Company Stock PlansPlans (each, an “Award”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that is outstanding immediately prior to the Effective Time shall cease to represent an Award with respect to Company Common Stock, and shall be converted by virtue of the Merger and without any action on the part of the holder of that Award, into an award (rounded downward as converted, a “Converted Stock-Based Award”) with respect to a number of shares of Purchaser Common Stock equal to the nearest whole numberproduct of (a) the aggregate number of shares of Company Common Stock subject to such Award, multiplied by (b) the sum of (i) the Exchange Ratio and (ii) $2.66 divided by the Average Purchaser Closing Price (the “Converted Stock-Based Award Ratio”). As of the Effective Time, Purchaser will assume each of the Company Stock Plans. 2.2.2 All Converted Stock-Based Awards shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Plan (or any other agreement to which such Converted Stock-Based Award was subject immediately prior to the Effective Time), at a except as otherwise provided in this Plan of Merger. The exercise or strike price (if any) per share (rounded upward of Purchaser Common Stock applicable to the nearest whole cent) any Converted Stock-Based Award shall be equal to (ya) the aggregate per share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option Award immediately prior to the Effective Time divided by (zb) the number of full shares of Buyer Common Stock deemed purchasable pursuant Converted Stock-Based Award Ratio. Prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Company shall deliver make such amendments and take such other actions with respect to the Company Stock Plans as shall be necessary to effect the adjustment referred to in this Section 2.2, including notifying all participants in Seller the Company Stock Plans appropriate notice setting forth of such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)adjustment. (c) Buyer 2.2.3 Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Purchaser Common Stock for delivery under Seller Stock Plans assumed upon exercise or settlement of the Converted Stock-Based Awards in accordance with this Section 6.122.2. As soon as reasonably practicable after the Effective Time, Buyer if and to the extent necessary to cause a sufficient number of shares of Purchaser Common Stock to be registered and issuable under Converted Stock-Based Awards, Purchaser shall file a post-effective amendment to the Registration Statement or one or more registration statement statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form form) with respect to the shares of Buyer Purchaser Common Stock subject to such options Converted Stock-Based Awards and shall use its best 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 Converted Stock-Based Awards remain outstanding. (d) The Board of Directors of Seller shall, prior to or as 2.2.4 As of the Effective Time, take all necessary actions, pursuant each phantom share credited to and in accordance with a participant’s account under the terms of the Seller Stock Company Deferred Compensation Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms outstanding as of or immediately prior to the Effective Time, shall automatically be converted into the right to receive a number of shares of Purchaser Common Stock equal to the Converted Stock-Based Award Ratio, but shall otherwise remain outstanding following the Effective Time and be distributed pursuant to the terms of the Company Deferred Compensation Plan. Prior to the Effective Time, Company or its Board of Directors or applicable committee thereof shall make such amendments and take such other actions with respect to the Company Deferred Compensation Plans as shall be necessary to effect the treatment referred to in this Section 2.2.4.

Stock Plans. (a) At Prior to the Effective Time, each outstanding option the Board of Directors of KKR and the Board of Directors of FRI (or, if appropriate, a committee thereof) shall adopt appropriate resolutions and take all other actions necessary, including, without limitation, amending the KKR Stock Plans (as defined below), to purchase shares of Seller Common provide that effective at the Effective Time, the KKR Stock ( Awards Plan, as amended, The Koo ▇▇▇ ▇▇▇, Inc. Directors' Stock Option Plan, as amended, the 1997 Stock Option Plan for Restaurant Employees and Management and all other stock-based compensatory arrangements identified on Schedule 2.7, if any (the "Seller KKR Stock OptionPlans"), and all outstanding, unexercised stock options (the "KKR Options") under heretofore granted pursuant to the Seller KKR Stock Plans, whether vested or unvested, shall be deemed assumed by FRI and upon the occurrence of the Effective Time, and without any action by the holder thereof, such KKR Options shall be converted automatically into options (the "Roll-over Options") to constitute an option to acquirepurchase FRI Shares, on the same terms and conditions as were applicable under such Seller the KKR Stock Plans, in an amount and at an exercise price as provided below: (i) the number of FRI Shares to be the subject of the Roll-over Option shall be equal to the number of KKR Common Shares remaining (as of immediately prior to the Effective Time) subject to the original KKR Option; and (ii) the exercise price per FRI Share under the Roll-over Option shall be equal to the exercise price per KKR Share under the original KKR Option. The adjustment provided in this Section 2.7 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. After the Effective Time, each Roll-over Option shall be exercisable and shall, if not accelerated, vest upon the same number of shares of Buyer Common Stock terms and conditions as the holder of such Seller Stock Option would have been entitled to receive pursuant were applicable to the Merger had such holder exercised such option in full related KKR Option immediately prior to the Effective Time (rounded downward except that, (x) with regard to the nearest whole number)such Roll-over Option, at a price per share (rounded upward any references to the nearest whole cent) equal KKR shall be deemed, as appropriate, to include FRI and (y) the aggregate exercise price for vesting of options outstanding under the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to plans identified on Schedule 2.7 may be accelerated at the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoingTime). (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer FRI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock FRI Shares for delivery under Seller pursuant to the KKR Stock Plans assumed in accordance with this Section 6.122.7. As soon as practicable after the Effective Time, Buyer (i) FRI shall deliver to the participants in the KKR Stock Plans appropriate notice setting forth such participants' rights pursuant thereto including, without limitation, the undertakings made in this Section 2.7 and (ii) shall file and use commercially reasonable efforts to obtain the effectiveness of a registration statement on Form S-8 (or any appropriate successor or other appropriate forms), or another appropriate form form) (the "Form S-8") with respect to the shares of Buyer Common Stock FRI Shares subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (Roll-over Options and maintain the current status of such registration statement and the prospectus or prospectuses contained thereinrelated prospectus(es) for so long as such assumed options remain outstanding. (dc) The Board of Directors of Seller each of FRI and KKR shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time, as appropriate, take appropriate action to approve the deemed cancellation of the KKR Options and the deemed grant of the Roll-over Options for purposes of Section 16(b) of the Exchange Act.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Company Common Stock ( (a "Seller Company Stock Option") under the Seller Company Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, the same number of shares of Buyer Parent Common Stock as the holder of such Seller Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Company Common Stock purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller Company Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants made pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 7.12 after giving effect to the Merger). (c) Buyer At the Effective Time, 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 Company Stock Options outstanding at the Effective Time under each Company Stock 32 37 Plan, shall be obligations of Parent following the Effective Time. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Company Stock Plans assumed in accordance with this Section 6.127.12. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options options, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller the Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Company Stock Plans and the instruments evidencing the Seller Company Stock Options, to provide for the conversion of the Seller Company Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.127.12, and that no consent of the holders of the Seller Company Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( (a "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, but otherwise on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Voting Stock Option in accordance with the foregoing. The adjustment pursuant to this Section 6.11(a) is intended to comply with Section 424(a) of the Code with respect to any options which are incentive stock options and shall be construed consistent with Section 424(a) of the Code. (b) At the Effective Time, each outstanding Seller Warrant shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Seller Warrant, the number of shares of Buyer Common Stock at the price per share as shall be determined under the existing terms of the respective Seller Warrant. (c) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in the Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 6.11 after giving effect to the Merger). (cd) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under the Seller Stock Plans assumed in accordance with this Section 6.126.11. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options options, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (de) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all any necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion6.11. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. Prior to the mailing of the Proxy Statement, the Board of Directors of Parent and the Board of Directors of the Company (or, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) At Adjust the terms of all outstanding employee stock options to purchase shares of Company Common Stock ("Compa- ny Stock Options") granted under any of the Company's 1979 Non- Qualified Stock Option Plan, as amended, 1982 Incentive Stock Option Plan, as amended, and 1992 Stock Option Plan (collective- ly, the "Option Plans"), to provide that, at the Effective Time, each Company Stock Option outstanding option immediately prior to purchase the Effective Time shall (except to the extent that Parent and the holder of a Company Stock Option otherwise agree in writing prior to the Effective Time): (i) if such Company Stock Option is vested before the Merger and exercisable and has an exercise price of less than $50, and the holder of such Company Stock Option shall have elected by written notice to Parent prior to the date 15 business days prior to the Effective Time to receive the payment contemplated by this clause (i), be cancelled in exchange for a payment from the Surviving Corporation (subject to any applicable withholding taxes) equal to the product of (1) the total number of shares of Seller Company Common Stock ( "Seller subject to such Company Stock Option and (2) the excess of $50 over the exercise price per share of Company Common Stock subject to such Company Stock Option, payable in cash immediately following the Effective Time; provided, however, that, at the request of any person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), any such amount to be paid shall be paid as soon as practicable after the first date payment can be made without liability for such person under Section 16(b) under of the Seller Exchange Act; or (ii) with respect to any Company Stock PlansOption not cancelled pursuant to clause (i) above, whether vested or unvested, shall be deemed to constitute consti- tute an option to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, the same number of shares of Buyer Class B Stock equal to the product of (1) the number of shares of Company Common Stock as the holder issuable upon exercise of such Seller Option and (2) the Class B Exchange Ratio, provided that any fractional shares of Class B Stock Option would have been entitled to receive pursuant to the Merger had resulting from such holder exercised such option in full immediately prior to the Effective Time (multipli- cation shall be rounded downward up or down to the nearest whole number)share, at a price per share (rounded upward to the nearest whole cent) equal to (y1) the aggregate exercise price for the shares of Seller Company Common Stock otherwise purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z2) the number of full shares of Buyer Common Stock deemed purchasable pursuant Class B Exchange Ratio, provided that such exercise price shall be rounded up or down to such Seller Stock Option in accordance with the foregoingnearest cent. (b) As soon Adjust the terms of the Company's 1984 Restricted Stock Compensation Plan, as practicable amended (the "Restricted Stock Plan"), which (or a plan substantially identical thereto) the Surviving Corporation shall adopt, to provide (i) that, at the Effective Time, the Merger Consideration into which each share of Company Common Stock subject at such time to the Restricted Stock Plan is converted shall thereafter be free of the requirement under the Restricted Stock Plan that such shares be held in escrow for the periods set forth therein, and (ii) that, after the Effective Time, Buyer no further grants of Company Common Stock or any other interest in the capital stock of the Company shall deliver to be made under the participants in Seller Restricted Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)Plan. (c) Buyer shall take all corporate action necessary Except as provided herein or as otherwise agreed to reserve in writing by the parties, the Option Plans, the Restricted Stock Plan, the Company's Employee Stock Purchase Plan, as amended (the "Stock Purchase Plan") and the Nonemployee Directors Stock Plan, and any other plan, program or arrangement providing for the issuance a sufficient number or grant of shares any interest in respect of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (capital stock of the Company or any successor or other appropriate forms)subsidiary (collectively, or another appropriate form with respect to the shares of Buyer Common "Stock subject to such options and Plans") shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or terminate as of the Effective Time, take all necessary actions, pursuant to and the Company shall ensure that following the Effective Time no holder of a Company Stock Option nor any participant in accordance with the terms any of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, shall have any right thereunder to provide for the conversion acquire equity securi- ties of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of Company or the holders of the Seller Stock Options is required in connection with such conversionSurviving Corporation. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At 2.2.1 Company and Purchaser shall take all requisite action so that, as of the Effective Time, each outstanding option right of any kind, contingent or accrued, to purchase receive Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Seller Company Common Stock ( "Seller Stock Option") under the Seller Company Stock PlansPlans (each, an "Award"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that is outstanding immediately prior to the Effective Time shall cease to represent an Award with respect to Company Common Stock, and shall be converted by virtue of the Merger and without any action on the part of the holder of that Award, into an award (rounded downward as converted, a "Converted Stock-Based Award") with respect to a number of shares of Purchaser Common Stock equal to the nearest whole numberproduct of (a) the aggregate number of shares of Company Common Stock subject to such Award, multiplied by (b) the sum of (i) the Exchange Ratio and (ii) $2.66 divided by the Average Purchaser Closing Price (the "Converted Stock-Based Award Ratio"). As of the Effective Time, Purchaser will assume each of the Company Stock Plans. 2.2.2 All Converted Stock-Based Awards shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Plan (or any other agreement to which such Converted Stock-Based Award was subject immediately prior to the Effective Time), at a except as otherwise provided in this Plan of Merger. The exercise or strike price (if any) per share (rounded upward of Purchaser Common Stock applicable to the nearest whole cent) any Converted Stock-Based Award shall be equal to (ya) the aggregate per share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option Award immediately prior to the Effective Time divided by (zb) the number of full shares of Buyer Common Stock deemed purchasable pursuant Converted Stock-Based Award Ratio. Prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Company shall deliver make such amendments and take such other actions with respect to the Company Stock Plans as shall be necessary to effect the adjustment referred to in this Section 2.2, including notifying all participants in Seller the Company Stock Plans appropriate notice setting forth of such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)adjustment. (c) Buyer 2.2.3 Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Purchaser Common Stock for delivery under Seller Stock Plans assumed upon exercise or settlement of the Converted Stock-Based Awards in accordance with this Section 6.122.2. As soon as reasonably practicable after the Effective Time, Buyer if and to the extent necessary to cause a sufficient number of shares of Purchaser Common Stock to be registered and issuable under Converted Stock-Based Awards, Purchaser shall file a post-effective amendment to the Registration Statement or one or more registration statement statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form form) with respect to the shares of Buyer Purchaser Common Stock subject to such options Converted Stock-Based Awards and shall use its best 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 Converted Stock-Based Awards remain outstanding. (d) The Board of Directors of Seller shall, prior to or as 2.2.4 As of the Effective Time, take all necessary actions, pursuant each phantom share credited to and in accordance with a participant’s account under the terms of the Seller Stock Company Deferred Compensation Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms outstanding as of or immediately prior to the Effective Time, shall automatically be converted into the right to receive a number of shares of Purchaser Common Stock equal to the Converted Stock-Based Award Ratio, but shall otherwise remain outstanding following the Effective Time and be distributed pursuant to the terms of the Company Deferred Compensation Plan. Prior to the Effective Time, Company or its Board of Directors or applicable committee thereof shall make such amendments and take such other actions with respect to the Company Deferred Compensation Plans as shall be necessary to effect the treatment referred to in this Section 2.2.4.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Cross Common Stock ( (an "Seller Cross Stock Option") under the Seller Cross Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Cross Stock Option, the same number of shares of Buyer Interpore Common Stock as the holder of such Seller Cross Stock Option would have been entitled to receive pursuant to the Merger Merger, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward downward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Cross Common Stock purchasable pursuant to such Seller Cross Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Interpore Common Stock deemed purchasable pursuant to such Seller Cross Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Interpore shall deliver to the participants in Seller the Cross Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Cross Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.15 after giving effect to the Merger). (c) Buyer Interpore shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Interpore Common Stock for delivery under Seller Cross Stock Plans assumed in accordance with this Section 6.125.16. As soon as practicable after the Effective Time, Buyer Interpore shall file a amend its registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Interpore Common Stock subject deemed purchasable pursuant to such options the Cross Stock Options and shall use its best 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. (d) The Board of Directors of Seller Cross shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Cross Stock Plans and the instruments evidencing the Seller Cross Stock Options, to provide for the conversion of the Seller Cross Stock Options into options to acquire Buyer Interpore Common Stock in accordance with this Section 6.12, and that no 5.16 without obtaining consent of the holders of the Seller Cross Stock Options is required in connection with such conversion; provided, however, that Cross shall use all reasonable efforts to obtain from each holder of Cross Stock Options a waiver of any right of such holder to receive any cash payment which may become due with respect to any Cross Stock Options that are exercisable immediately prior to the Effective Time as a result of the consummation of the transactions contemplated hereby. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of Cross shall, prior to or as of or prior to the Effective Time., take appropriate action to approve the deemed cancellation of the Cross Stock Options for purposes of Section 16(b)

Stock Plans. (a) At 2.2.1 Company and Purchaser shall take all requisite action so that, as of the Effective Time, each outstanding option right of any kind, contingent or accrued, to purchase receive Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Seller Company Common Stock ( "Seller Stock Option") under the Seller Company Stock PlansPlans (each, an “Award”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that is outstanding immediately prior to the Effective Time shall cease to represent an Award with respect to Company Common Stock, and shall be converted by virtue of the Merger and without any action on the part of the holder of that Award, into an award (rounded downward as converted, a “Converted Stock-Based Award”) with respect to a number of shares of Purchaser Common Stock equal to the nearest whole numberproduct of (a) the aggregate number of shares of Company Common Stock subject to such Award, multiplied by (b) the sum of (i) the Exchange Ratio and (ii) $38.00 divided by the Final Purchaser Price (the “Converted Stock-Based Award Ratio”). As of the Effective Time, at a Purchaser will assume each of the Company Stock Plans. 2.2.2 All Converted Stock-Based Awards shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Plan and agreement to which such Converted Stock-Based Award was subject immediately prior to the Effective Time, except as otherwise provided in this Plan of Merger. The exercise price (if any) per share (rounded upward of Purchaser Common Stock applicable to the nearest whole cent) any Converted Stock-Based Award shall be equal to (ya) the aggregate per share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option Award immediately prior to the Effective Time divided by (zb) the number of full shares of Buyer Common Stock deemed purchasable pursuant Converted Stock-Based Award Ratio. Prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Company shall deliver make such amendments and take such other actions with respect to the Company Stock Plans as shall be necessary to effect the adjustment referred to in this Section 2.2, including notifying all participants in Seller the Company Stock Plans appropriate notice setting forth of such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)adjustment. (c) Buyer 2.2.3 Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Purchaser Common Stock for delivery under Seller Stock Plans assumed upon exercise or settlement of the Converted Stock-Based Awards in accordance with this Section 6.122.2. As soon as reasonably practicable after the Effective Time, Buyer if and to the extent necessary to cause a sufficient number of shares of Purchaser Common Stock to be registered and issuable under Converted Stock-Based Awards, Purchaser shall file a post-effective amendment to the Registration Statement or one or more registration statement statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form form) with respect to the shares of Buyer Purchaser Common Stock subject to such options Converted Stock-Based Awards and shall use its best 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 Converted Stock-Based Awards remain outstanding. (d) The Board 2.2.4 Notwithstanding the foregoing, within 45 days after the date of Directors this Plan of Seller shallMerger, prior any holder may elect and consent to or as the cash-out of all of the Effective Timeholder’s Company stock options, take all necessary actions, pursuant to and in accordance with the terms by virtue of the Seller Stock Plans Merger and without any further action on the instruments evidencing the Seller Stock Options, to provide for the conversion part of the Seller Stock Options holder of such Company stock options, into options to acquire Buyer an amount of cash for each share of Company Common Stock in accordance with this Section 6.12, subject to such Company stock options equal to (a) the sum of (i) the Exchange Ratio multiplied by the Final Purchaser Price and that no consent (ii) the Cash Consideration minus (b) the amount of the holders exercise price per share of the Seller Stock Options is required such Company stock options, which amount shall be paid in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms a lump sum as of or prior to soon as administratively possible following the Effective Time.

Stock Plans. (a) Company has provided Parent with a true and complete list as of March 9, 2000 of all holders of outstanding options under the Company Stock Plans, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price and term of each such option (in each case, without giving effect to the 100% stock dividend being distributed by Company on or about March 13, 2000. On the Closing Date, Company shall deliver to Parent an updated list current as of such Closing Date. At the Effective Time, each outstanding option to purchase shares of Seller Company Common Stock ( (a "Seller Company Stock Option") -------------------- under the Seller Company Stock Plans, whether vested or unvested, shall be deemed to assumed and shall constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, the same number of shares of Buyer Parent Common Stock as the holder of such Seller Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Company Common Stock purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller Company Stock Option in accordance with the foregoing. All outstanding rights of Company that it may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock issued or issuable under any of the Company Stock Plans (the "Repurchase Options") shall be ------------------ assigned to Parent and shall thereafter be exercisable by Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to the Repurchase Options and the purchase price per shall be adjusted to reflect the Exchange Ratio. (b) Except as otherwise provided in the Company Stock Plans, the documents governing the outstanding Company Stock Options under the Company Stock Plans, and offer letters and other agreements affecting such Company Stock Options, the Merger shall not result in the termination or acceleration of any outstanding Company Stock Options under the Company Stock Plans that are so assumed by Parent. It is the intention of the parties that the Company Stock Options so assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the extent such Company Stock Options qualified as incentive stock options prior to the Effective Time. As soon promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent will issue to each person who, immediately prior to the Effective Time, Buyer shall deliver to is a holder of an outstanding Company Stock Option under the participants in Seller Company Stock Plans appropriate notice setting forth that is to be assumed by Parent hereunder, a document evidencing the foregoing assumption of such participants' rights pursuant thereto and the grants pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required Option by this Section 6.12 after giving effect to the Merger)Parent. (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Company Stock Plans Options assumed in accordance with this Section 6.126.09. As soon promptly as reasonably practicable and in ------------ any event within fifteen (15) business days after receipt of all option documentation it requires relating to the Effective Timeoutstanding Company Stock Options, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the form) covering shares of Buyer Parent Common Stock subject issuable pursuant to such options Company Stock Options assumed by Parent provided that such Company Stock Options qualify for registration on such Form S-8 (or any such successor form). Company shall cooperate with and shall use its best efforts to maintain assist Parent in the effectiveness preparation 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 outstandingstatements. (d) The Board of Directors of Seller Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Company Stock Plans and the instruments evidencing the Seller Company Stock Options, to provide for the conversion of the Seller Company Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.126.09, and to provide that ------------ no consent of the holders of the Seller Company Stock Options is required in connection with such conversion. (e) Seller Assuming that the Company delivers to Parent the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Parent, or a committee of two or more "non- ---- employee directors" (as such term is defined for purposes of Rule ------------------ 16b-3 under the Exchange Act) thereof, shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or adopt resolutions prior to the Effective Time.Time providing that, and shall take other appropriate action such that, the deemed grant to Company Insiders (as defined below) of options to purchase Parent Common Stock under the Company Stock Options (as converted into options to acquire Parent Common Stock pursuant to this Section 6.09), and the receipt by Company ------------ Insiders of Parent Common Stock in exchange for Company Common Stock pursuant to the Merger, are intended to be exempt from liability pursuant to Section 16(b) of the Exchange Act. Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including specifying the name of each Company Insider, the number of equity securities to be acquired or disposed of by each Company Insider, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d) under the Exchange Act. "Section 16 Information" shall mean the names ---------------------- of the Company Insiders, the number of shares of Company Common Stock held by each Company Insider and expected to be exchanged for Parent Common Stock in the Merger and the number and a description of Company Stock Options held by each Company Insider and expected to be converted into options to acquire Parent Common Stock in

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common ValueVision Stock ( "Seller Stock Option") Option under the Seller ValueVision Stock Plans and each outstanding National Media Stock Option under the National Media Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller ValueVision Stock Option or National Media Stock Option, as the case may be the same number of shares of Buyer Parent Common Stock as the holder of such Seller ValueVision Stock Option or National Media Stock Option, as the case may be, would have been entitled to receive pursuant to the ValueVision Merger or the National Media Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward downward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller ValueVision Common Stock or National Media Common Stock, as the case may be, purchasable pursuant to such Seller ValueVision Stock Option or such National Media Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller ValueVision Stock Option or National Media Stock Option, as the case may be, in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller the ValueVision Stock Plans and the National Media Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller ValueVision Stock Plans or National Media Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.13 after giving effect to the MergerMergers). (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller ValueVision Stock Plans and National Media Stock Plans assumed in accordance with this Section 6.125.13. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller each of ValueVision and National Media shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller ValueVision Stock Plans and the instruments evidencing the Seller ValueVision Stock Options, or the National Media Stock Plans and the instruments evidencing the National Media Stock Options, as the case may be, to provide for the conversion of the Seller ValueVision Stock Options and the National Media Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.125.13, and that no consent of the holders of the Seller ValueVision Stock Options or National Media Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of each of ValueVision and National Media shall, prior to or as of or prior to the Effective Time., take appropriate action to approve the deemed disposition of the ValueVision Stock Options or National Media Stock Options, as the case may be, for purposes of excepting such disposition under Rule 16b-3(e) promulgated under the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the ValueVision Stock Options and the National Media Stock Options (as converted pursuant to this Section 5.13) for purposes of excepting such grant under Rule 16b-3(d) promulgated under the Exchange Act. A-31 39 (f) At the Effective Time, the Parent shall adopt the stock plan (the "Parent Stock Plan") substantially in the form attached hereto as Exhibit O.

Stock Plans. (a) At 2.2.1 Firstbank and Mercantile shall take all requisite action so that, as of the Effective Time, each outstanding option to purchase shares Firstbank Stock Option and share of Seller Common Firstbank Restricted Stock ( "Seller Stock Option") under the Seller Stock Plans(each, an “Award”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full that is outstanding immediately prior to the Effective Time (rounded downward shall cease to represent an Award with respect to Firstbank Common Stock, and shall be converted by virtue of the Merger and without any action on the part of the holder of that Award, into an award with respect to a number of shares of Mercantile Common Stock equal to the nearest whole numberproduct of (a) the aggregate number of shares of Firstbank Common Stock subject to such Award, multiplied by (b) the Exchange Ratio (as converted, a “Converted Stock-Based Award”). The value of any fractional shares related to any Converted Stock-Based Award shall be paid in cash at the time such Converted Stock-Based Award is otherwise settled pursuant to its terms. As of the Effective Time, Mercantile will assume each of the Firstbank Stock Plans. 2.2.2 All Converted Stock-Based Awards shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Firstbank Stock Plan (or any other agreement to which such Converted Stock-Based Award was subject immediately prior to the Effective Time), at a except as otherwise provided in this Plan of Merger. The exercise or strike price (if any) per share (rounded upward of Mercantile Common Stock applicable to the nearest whole cent) any Converted Stock-Based Award which was a Firstbank Stock Option shall be equal to (ya) the aggregate per share exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option Award immediately prior to the Effective Time divided by (zb) the number of full shares of Buyer Common Stock deemed purchasable pursuant Exchange Ratio. Prior to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Firstbank shall deliver make such amendments and take such other actions with respect to the Firstbank Stock Plans as shall be necessary to effect the adjustment referred to in this Section 2.2, including notifying all participants in Seller the Firstbank Stock Plans appropriate notice setting forth of such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger)adjustment. (c) Buyer 2.2.3 Mercantile shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Mercantile Common Stock for delivery under Seller Stock Plans assumed upon exercise or settlement of the Converted Stock-Based Awards in accordance with this Section 6.122.2. As soon as reasonably practicable after the Effective Time, Buyer if and to the extent necessary to cause a sufficient number of shares of Mercantile Common Stock to be registered and issuable under Converted Stock-Based Awards, Mercantile shall file a post-effective amendment to the Registration Statement or one or more registration statement statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form form) with respect to the shares of Buyer Mercantile Common Stock subject to such options Converted Stock-Based Awards and shall use its best 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 Converted Stock-Based Awards remain outstanding. (d) The Board 2.2.4 Each share of Directors of Seller shall, prior to or Firstbank Restricted Stock shall vest as of the Effective Time, take all necessary actions, Time and be converted into a share of Mercantile Common Stock on the same basis as other shares of Firstbank Common Stock pursuant to and in accordance with the terms this Section 2.2. Each holder of the Seller Firstbank Restricted Stock Plans and the instruments evidencing the Seller Stock Options, which is converted pursuant to provide for the conversion this Section 2.2 shall be permitted to surrender shares of the Seller Stock Options into options to acquire Buyer Mercantile Common Stock in accordance with this Section 6.12, and that no consent satisfaction of the holders of the Seller Stock Options is required in connection with such conversionapplicable Tax withholding obligations. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Timeprior to January 1, each outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, 1996 shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option vest in full immediately prior to the Effective Time (rounded downward of the Merger, but such accelerated vesting shall be conditioned upon the option holder's election to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Company Option immediately prior to the Effective Time divided by Time, so that shares of the Company's Common Stock acquired shall be converted into the Merger Consideration at the Effective Time; and (zii) all options granted under the Company's Stock Plans on or after January 1, 1996 shall, at the election of the option holder, either (a) vest in full, conditioned upon exercise as in (i) above, or (b) be converted into an option to purchase shares of Prison Realty (a "Rollover Option") with the same conditions, including vesting and continued employment, as the Company Option to which it relates. The obligation of Prison Realty pursuant to this Section 5.06(a) to issue Prison Realty Common Shares or options to purchase such shares shall be subject to Prison Realty's determination that it will be in compliance with applicable REIT statutes and regulations. In the event that Prison Realty determines that the treatment of options in this Section 5.06 (a) will not so comply, Prison Realty may cause any or all Rollover Options to be cashed out in exchange for a cash payment equal to the following: the product of (x) the excess of the Merger Consideration per share (valued at the closing price of one Prison Realty Common Share on the NYSE on the date that is five days prior to the Closing Date) over the exercise price per share of the Company Common Stock subject to the Rollover Option and (y) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Company Common Stock subject to such options Rollover Option. All amounts payable pursuant to this paragraph shall be subject to any required withholding of taxes and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstandingbe paid without interest. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, Parent shall assume the rights and obligations of the Company with respect to the 2000 Plan as well as the duties of the Company with respect to the administration of such plan. (b) At the Effective Time, each Company Stock Option (other than phantom units of Company Common Stock) that has an exercise price equal to or less than $26.93 (the "Merger Consideration Value"), and is outstanding option immediately prior to purchase shares of Seller Common Stock ( the Effective Time, whether or not then vested or exercisable (each, an "Seller Stock Assumed Option") under the Seller Stock Plans, whether vested or unvested), shall be deemed to constitute fully vested and immediately exercisable and assumed by Parent. In accordance with its terms, each Assumed Option shall be converted into an option to acquireacquire that number of shares of Parent Common Stock equal to the sum of (x) the product of the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time and the Exchange Ratio and (y) the quotient of the Cash Merger Consideration divided by the Parent Closing Price (which sum shall be rounded down to the nearest whole share), on at a price per share equal to the aggregate exercise price of Company Common Stock subject to such Assumed Option divided by the number of shares determined under (x) and (y) above (which price per share shall be rounded up to the nearest whole cent). The Assumed Option shall otherwise be subject to the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller respective Company Stock Option immediately prior to the Effective Time divided Time. It is the intention of the parties that each Assumed Option that qualified as an incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time. (c) Prior to the Closing Date, (i) each Company Stock Option that has an exercise price in excess of the Merger Consideration Value and is outstanding on the date hereof, whether or not then vested or exercisable (each, a "Cancelled Option"), shall be fully vested and immediately exercisable; (ii) the Company shall notify the holders of each such Cancelled Option that if such options are not exercised within the period ending fifteen (15) days (thirty (30) days in the case of Company Stock Options granted under the 1995 Director Plan) from the date of such notice, such Cancelled Option shall expire as of the last day of such period and be of no further force or effect. (d) At the Effective Time, each Phantom Unit Account that contains phantom units of Company Common Stock ("Phantom Units") immediately prior to the Effective Time, whether or not then vested (each, an "Assumed Phantom Unit Account"), shall be fully vested and assumed by Parent. Each Assumed Phantom Unit Account shall be converted into a deferral account under the 1995 Director Plan with respect to the phantom units of Parent Common Stock equal to the sum of (zi) the product of the number of full shares Phantom Units in such Assumed Phantom Unit Account immediately prior to the Effective Time and the Exchange Ratio and (ii) the quotient of Buyer the Cash Merger Consideration divided by the Parent Closing Price (which sum shall be rounded down to the nearest whole share). The Assumed Phantom Unit Account and phantom units of Parent Common Stock deemed purchasable pursuant held therein shall otherwise be subject to the same terms and conditions as were applicable to such Seller Stock Option in accordance with Phantom Unit Account immediately prior to the foregoingEffective Time. (be) If and to the extent necessary or required by the terms of any Company Stock Plan or any Company Stock Option, the Company shall, prior to the Effective Time, amend the terms of its equity incentive plans or arrangements, to give effect to the provisions of Sections 6.10(b) and 6.10(c). (f) As soon as practicable after following the Effective Time, Buyer shall deliver but in any event within five (5) business days thereafter (to the participants in Seller extent Parent has received the most recent copies of the relevant Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto Plans), Parent shall prepare and file with the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file SEC a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to covering the shares of Buyer Parent Common Stock subject issuable pursuant to the outstanding Assumed Options and Assumed Phantom Unit Accounts, Parent shall cause the same to become effective, and Parent shall take such options and shall use its best efforts further actions as may be reasonably necessary to maintain the effectiveness of cover under such registration statement or registration statements (and maintain the current status shares of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or held by those persons eligible immediately prior to the Effective TimeClosing Date pursuant to the 1995 Director Plan.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Stock ( "Seller Stock Option") under the Seller Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Company Stock Option in accordance with the foregoing. All outstanding rights of Company that it may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock issued or issuable under any of the Company Stock Plans (the "Repurchase Options") shall be assigned to Parent and shall thereafter be exercisable by Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to the Repurchase Options and the purchase price per shall be adjusted to reflect the Exchange Ratio. (b) Except as otherwise provided in the Company Stock Plans, the documents governing the outstanding Company Stock Options under the Company Stock Plans, and offer letters and other agreements affecting such Company Stock Options, the Merger shall not result in the termination or acceleration of any outstanding Company Stock Options under the Company Stock Plans that are so assumed by Parent. It is the intention of the parties that the Company Stock Options so assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code to the extent such Company Stock Options qualified as incentive stock options prior to the Effective Time. As soon promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent will issue to each person who, immediately prior to the Effective Time, Buyer shall deliver to is a holder of an outstanding Company Stock Option under the participants in Seller Company Stock Plans appropriate notice setting forth that is to be assumed by Parent hereunder, a document evidencing the foregoing assumption of such participants' rights pursuant thereto and the grants pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required Option by this Section 6.12 after giving effect to the Merger)Parent. (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Company Stock Plans Options assumed in accordance with this Section 6.126.09. As soon promptly as reasonably practicable and in any event within fifteen (15) business days after receipt of all option documentation it requires relating to the Effective Timeoutstanding Company Stock Options, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the form) covering shares of Buyer Parent Common Stock subject issuable pursuant to such options Company Stock Options assumed by Parent provided that such Company Stock Options qualify for registration on such Form S-8 (or any such successor form). Company shall cooperate with and shall use its best efforts to maintain assist Parent in the effectiveness preparation 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 outstandingstatements. (d) The Board of Directors of Seller Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Company Stock Plans and the instruments evidencing the Seller Company Stock Options, to provide for the conversion of the Seller Company Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.126.09, and to provide that no consent of the holders of the Seller Company Stock Options is required in connection with such conversion. (e) Seller Assuming that the Company delivers to Parent the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Parent, or a committee of two or more "non-employee directors" (as such term is defined for purposes of Rule 16b-3 under the Exchange Act) thereof, shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or adopt resolutions prior to the Effective Time.Time providing that, and shall take other appropriate action such that, the deemed grant to Company Insiders (as defined below) of options to purchase Parent Common Stock under the Company Stock Options (as converted into options to acquire Parent Common Stock pursuant to this Section 6.09), and the receipt by Company Insiders of Parent Common Stock in exchange for Company Common Stock pursuant to the Merger, are intended to be exempt from liability pursuant to Section 16(b) of the Exchange Act. Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including specifying the name of each Company Insider, the number of equity securities to be acquired or disposed of by each Company Insider, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d) under the Exchange Act. "Section 16 Information" shall mean the names of the Company Insiders, the number of shares of Company Common Stock held by each Company Insider and expected to be exchanged for Parent Common Stock in the Merger and the number and a A-35 36

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller EFTC Common Stock ( (an "Seller EFTC Stock Option") under the Seller EFTC Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller EFTC Stock Option, Option the same number of shares of Buyer Parent Common Stock as the holder of such Seller EFTC Stock Option would have been entitled to receive pursuant to the EFTC Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller EFTC Common Stock purchasable pursuant to such Seller EFTC Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller EFTC Stock Option in accordance with the foregoing. (b) At or prior to the Effective Time, each of Parent, TBF II and K*TEC will use commercially reasonable efforts to cause each outstanding option to purchase shares of common stock of K*TEC (a "K*TEC Stock Option") under the K*TEC Stock Plans, whether vested or unvested, to be cancelled and replaced with an option to acquire, on the same terms and conditions as were applicable under such K*TEC Stock Option, a number of shares of Parent Common Stock equal to (i) the number of shares of common stock of K*TEC as the holder of such K*TEC Stock Option would have been entitled to had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), times (ii) .6577, at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of common stock of K*TEC purchasable pursuant to such K*TEC Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such K*TEC Stock Option in accordance with the foregoing. (c) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller the EFTC Stock Plans and the K*TEC Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller EFTC Stock Plans or K*TEC Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.13 after giving effect to the MergerMergers). (cd) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller EFTC Stock Plans and K*TEC Stock Plans assumed in accordance with this Section 6.125.13. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options and shall use its best 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. (de) The Board of Directors of Seller each of EFTC and K*TEC and TBF III shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller EFTC Stock Plans and the instruments evidencing the Seller EFTC Stock Options, or the K*TEC Stock Plans and the instruments evidencing the K*TEC Stock Options, as the case may be, to provide for the conversion of the Seller EFTC Stock Options and the K*TEC Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.12, and that no 5.13 without obtaining consent of the holders of the Seller EFTC Stock Options is required or K*TEC Stock Options in connection with such conversion. (ef) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of EFTC shall, prior to or as of or prior to the Effective Time, take appropriate action to approve the deemed cancellation of the EFTC Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the EFTC Stock Options and the K*TEC Stock Options (as converted pursuant to this Section 5.13) for purposes of Section 16(b) of the Exchange Act.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Hyperion Common Stock ( (a "Seller Hyperion Stock Option") under the Seller Hyperion Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Hyperion Stock Option, the same number of shares of Buyer Arbor Common Stock as the holder of such Seller Hyperion Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Hyperion Common Stock purchasable pursuant to such Seller Hyperion Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Arbor Common Stock deemed purchasable pursuant to such Seller Hyperion Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Arbor shall deliver to the participants in Seller Hyperion Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Hyperion Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Arbor shall assume the Hyperion Stock Plans, with the result that all obligations of Hyperion under the Hyperion Stock Plans, including with respect to Hyperion Stock Options outstanding at the Effective Time under each Hyperion Stock Plan, shall be obligations of Arbor following the Effective Time. Arbor shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Arbor Common Stock for delivery under Seller Hyperion Stock Plans assumed in accordance with this Section 6.12. As soon as practicable and in no event more than five business days after the Effective Time, Buyer Arbor shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Arbor Common Stock subject to such options options, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller Hyperion shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Hyperion Stock Plans and the instruments evidencing the Seller Hyperion Stock Options, to provide for the conversion of the Seller Hyperion Stock Options into options to acquire Buyer Arbor Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Hyperion Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. Subject to the terms of this Agreement, effective as of immediately prior to the close of the Distribution Date, Vialta shall grant to each employee, consultant and outside director of ESS (aas determined by ESS) At who is a holder of an ESS Option that is outstanding immediately prior to the Effective Timeclose of the Distribution Date, a Vialta Option under the Vialta 2001 Plan, with respect to each such Option that was outstanding on the Record Date (each a "DISTRIBUTION OPTION"). Distribution Options shall be evidenced by the form of stock option agreement approved by Vialta's Board of Directors in connection with the adoption of the Vialta 2001 Plan, which agreement shall be delivered to each such holder as soon as practicable after the close of the Distribution Date. 5.2.1 Each Distribution Option shall provide for the purchase of a number of shares of Seller Vialta Class A Common Stock ( equal to the number of shares of ESS Common Stock which are subject, as of the Record Date, to the ESS Option (the "Seller Stock OptionCORRESPONDING ESS OPTION") under the Seller Stock Plans, with respect to which such Distribution Option is granted (whether vested or unvested, shall be deemed ) multiplied by the Distribution Ratio. With respect to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Stock each Distribution Option, the same number of shares of Buyer Common Stock as the holder of such Seller Stock Option would have been entitled to receive Vialta Class A common stock determined pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (preceding sentence shall be rounded downward up to the nearest whole number)share of Vialta Class A common stock. 5.2.2 The vesting provisions, at a price per share (rounded upward term and other provisions of each Distribution Option shall be the same as those in effect with respect to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock applicable Corresponding ESS Option immediately prior to the Effective Time divided by (z) close of the number Distribution Date, except as otherwise provided for in this Section 5.2. A Distribution Option may only be exercised at the same time as the exercise of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option the Corresponding ESS Option, as described in accordance with the foregoingSection 5.2.3 below. (b) As soon 5.2.3 The per-share exercise price, the vesting provisions, term and other provisions of each such Corresponding ESS Option shall be the same as practicable after the Effective Time, Buyer shall deliver those in effect immediately prior to the participants in Seller Stock Plans appropriate notice setting forth such participants' rights pursuant thereto close of the Distribution Date. Upon the subsequent exercise of a Corresponding ESS Option, the holder will be deemed to have also exercised the corresponding Distribution Option, and will receive the grants pursuant to Seller Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 after giving effect to the Merger). (c) Buyer shall take all corporate action necessary to reserve for issuance ESS shares being acquired upon exercise of as well as a sufficient corresponding number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstandingVialta Class A common stock. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller SM Common Stock ( (a "Seller SM Stock Option") under the Seller SM Stock Plans, whether vested or unvested, shall be deemed to assumed by CC and shall constitute an option to acquire, on the same terms and conditions as were applicable under such Seller SM Stock Option, the same number of shares of Buyer CC Common Stock as the holder of such Seller SM Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller SM Common Stock purchasable pursuant to such Seller SM Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer CC Common Stock deemed purchasable pursuant to such Seller SM Stock Option in accordance with the foregoing. All outstanding rights of SM that it may hold immediately prior to the Effective Time to repurchase unvested shares of SM Common Stock issued or issuable under any of the SM Stock Plans (the "Repurchase Options") shall be assigned to CC and shall thereafter be exercisable by CC upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to the Repurchase Options and the purchase price per shall be adjusted to reflect the Exchange Ratio. (b) As soon as practicable after the Effective Time, Buyer CC shall deliver to the participants in Seller SM Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller SM Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 6.10 after giving effect to the Merger). Consistent with the terms of the SM Stock Plans and the documents governing the outstanding options under those plans, the Merger shall not result in the termination of any outstanding options under the SM Stock Plans that are so assumed by CC or the shares of CC Common Stock that will be subject to those options upon CC's assumption of the options in the Merger. All holders of SM Stock Options shall have the right to exercise such options following the Effective Time, with full credit given to all of the provisions of the existing stock option agreements and the SM Stock Plans, including provisions regarding vesting and service relating to any predecessor corporation acquired by CC. It is the intention of the parties that the options so assumed by CC qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. Within 30 business days after the Effective Time, provided that CC has received within 10 business days after the Effective Time all option documentation it requires relating to the outstanding options, CC will issue to each person who, immediately prior to the Effective Time, is a holder of an outstanding option under the SM Stock Plans that is to be assumed by CC hereunder, a document in form and substance reasonably satisfactory to SM evidencing the foregoing assumption of such option by CC, including provisions regarding vesting and service relating to any predecessor corporation acquired by CC and its Subsidiaries. (c) Buyer CC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer CC Common Stock for delivery under Seller SM Stock Plans assumed in accordance with this Section 6.126.10. As soon as practicable and in no event more than thirty (30) days after the Effective Time, Buyer provided that CC has received within ten (10) business days after the Effective Time all option documentation it requires relating to the outstanding options, CC shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller SM shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller SM Stock Plans and the instruments evidencing the Seller SM Stock Options, to provide for the conversion of the Seller SM Stock Options into options to acquire Buyer CC Common Stock in accordance with this Section 6.126.10, and that no consent of the holders of the Seller SM Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of CC shall, prior to or as of or prior to the Effective Time, take appropriate action to approve the deemed grant of options to purchase CC Common Stock under the SM Stock Options (as converted pursuant to this Section 6.10) for purposes of Section 16(b) of the Exchange Act.

Stock Plans. (ai) At the Effective TimeTime of the Merger, (w) each outstanding option to purchase shares of Seller ISE, Inc. Class A Common Stock ( "Seller (an “ISE Stock Option"”) under granted pursuant to ISE, Inc.’s 2002 Stock Option Plan, the Seller Omnibus Stock Plan or otherwise (together, the “ISE Stock Plans”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller ISE Stock Option, the same number of shares of Buyer Holdco Common Stock as the holder of such Seller ISE Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to of the nearest whole number)Merger, at a the same price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock purchasable pursuant to such Seller Stock Option as was in place immediately prior to the Effective Time divided by Time, (zx) the number each outstanding share of full shares of Buyer ISE, Inc. Class A Common Stock deemed purchasable (“Restricted Stock”) issued as Restricted Stock pursuant to such Seller Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller ISE Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and converted into Holdco Common Stock in the grants pursuant to Seller Stock Plans Merger shall continue in effect on to constitute restricted stock subject to the same terms and conditions as applicable under the award of such Restricted Stock, (subject y) any other awards or grants of securities outstanding under the ISE Stock Plans shall be deemed to constitute awards or grants of Holdco securities comparable to such ISE, Inc. securities and having the same terms and conditions as applicable to them under such awards or grants and (z) all employment agreements of ISE, Inc. containing equity compensation elements shall be assumed by Holdco and the equity compensation elements therein shall relate to Holdco securities comparable to the adjustments required by this Section 6.12 after giving effect to the Merger)ISE, Inc. securities provided for therein. (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery under Seller Stock Plans assumed in accordance with this Section 6.12. As soon as practicable after the Effective Time, Buyer shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Stock Plans and the instruments evidencing the Seller Stock Options, to provide for the conversion of the Seller Stock Options into options to acquire Buyer Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Seller Stock Options is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms as of or prior to the Effective Time.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Common Company Stock ( "Seller Stock Option") Option under the Seller Company Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Company Stock Option, Option the same number of shares of Buyer Gaming Co. Common Stock as the holder of such Seller Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Company Common Stock purchasable pursuant to such Seller Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Gaming Co. Common Stock deemed purchasable pursuant to such Seller Company Stock Option in accordance with the foregoing, it being acknowledged by Hilton that each such Company Stock Option will, to the extent provided for in the applicable option or agreement, become fully vested at the Effective Time as a result of the Merger. (b) As soon as practicable Promptly after the Effective Time, Buyer Gaming Co. shall deliver to the participants in Seller the Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 7.14 after giving effect to the Merger). (c) Buyer Gaming Co. shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Gaming Co. Common Stock for delivery under Seller Company Stock Plans assumed in accordance with this Section 6.127.14. As soon as practicable Promptly after the Effective Time, Buyer Gaming Co. shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Gaming Co. Common Stock subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Seller Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Company Stock Plans and the instruments evidencing the Seller Company Stock Options, to provide for the conversion of the Seller Company Stock Options into options to acquire Buyer Gaming Co. Common Stock in accordance with this Section 6.12, 7.14; and Company represents and warrants that no consent of the holders of the Seller Company Stock Options is required in connection with such conversion.. - 58 - 64 (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of Company shall, prior to or as of or prior to the Effective Time, take appropriate action to approve the deemed cancellation of the Company Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Gaming Co. shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Gaming Co. Common Stock under the Company Stock Options (as converted pursuant to this Section 7.14) for purposes of Section 16(b) of the Exchange Act.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller Doubletree Common Stock ( (an "Seller Doubletree Stock Option") under the Seller Doubletree Stock Plans and each outstanding option to purchase shares of Promus Common Stock (a "Promus Stock Option") under the Promus Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller Doubletree Stock Option or Promus Stock Option, as the case may be, the same number of shares of Buyer Parent Common Stock as the holder of such Seller Doubletree Stock Option or Promus Stock Option, as the case may be, would have been entitled to receive pursuant to the Doubletree Merger or the Promus Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward downward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Doubletree Common Stock or Promus Common Stock, as the case may be, purchasable pursuant to such Seller Doubletree Stock Option or such Promus Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller Doubletree Stock Option or Promus Stock Option, as the case may be, in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller the Doubletree Stock Plans and the Promus Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller Doubletree Stock Plans or Promus Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.14 after giving effect to the MergerMergers). (c) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller Doubletree Stock Plans and Promus Stock Plans assumed in accordance with this Section 6.125.14. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options and shall use its best 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. (d) The Board of Directors of Seller each of Doubletree and Promus shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller Doubletree Stock Plans and the instruments evidencing the Seller Doubletree Stock Options, or the Promus Stock Plans and the instruments evidencing the Promus Stock Options, as the case may be, to provide for the conversion of the Seller Doubletree Stock Options and the Promus Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.12, and that no 5.14 without obtaining consent of the holders of the Seller Doubletree Stock Options is required or Promus Stock Options in connection with such conversion; provided, however, that Promus shall use all reasonable efforts to obtain from each holder of Promus Stock Options a waiver of any right of such holder to receive any cash payment which may become due with respect to any Promus Stock Options that are exercisable immediately prior to the Effective Time as a result of the consummation of the transactions contemplated hereby. (e) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of each of Doubletree and Promus shall, prior to or as of or prior to the Effective Time., take appropriate action to approve the deemed cancellation of the Doubletree Stock Options or Promus Stock Options, as the case may be, for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the Doubletree Stock Options and the Promus Stock Options (as converted pursuant to this Section 5.14) for purposes of Section 16(b) of the Exchange Act. 35

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Seller EFTC Common Stock ( (an "Seller EFTC Stock Option") under the Seller EFTC Stock Plans, ----------------- whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Seller EFTC Stock Option, Option the same number of shares of Buyer Parent Common Stock as the holder of such Seller EFTC Stock Option would have been entitled to receive pursuant to the EFTC Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller EFTC Common Stock purchasable pursuant to such Seller EFTC Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Buyer Parent Common Stock deemed purchasable pursuant to such Seller EFTC Stock Option in accordance with the foregoing. (b) At or prior to the Effective Time, each of Parent, TBF II and K*TEC will use commercially reasonable efforts to cause each outstanding option to purchase shares of common stock of K*TEC (a "K*TEC Stock Option") under the ------------------ K*TEC Stock Plans, whether vested or unvested, to be cancelled and replaced with an option to acquire, on the same terms and conditions as were applicable under such K*TEC Stock Option, a number of shares of Parent Common Stock equal to (i) the number of shares of common stock of K*TEC as the holder of such K*TEC Stock Option would have been entitled to had such holder exercised such option in full immediately prior to the Effective Time (rounded downward to the nearest whole number), times (ii) .6577, at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of common stock of K*TEC purchasable pursuant to such K*TEC Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such K*TEC Stock Option in accordance with the foregoing. (c) As soon as practicable after the Effective Time, Buyer Parent shall deliver to the participants in Seller the EFTC Stock Plans and the K*TEC Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Seller EFTC Stock Plans or K*TEC Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.12 5.13 after giving effect to the MergerMergers). (cd) Buyer Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Parent Common Stock for delivery under Seller EFTC Stock Plans and K*TEC Stock Plans assumed in accordance with this Section 6.125.13. As soon as practicable after the Effective Time, Buyer Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Buyer Parent Common Stock subject to such options and shall use its best 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. (de) The Board of Directors of Seller each of EFTC and K*TEC and TBF III shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Seller EFTC Stock Plans and the instruments evidencing the Seller EFTC Stock Options, or the K*TEC Stock Plans and the instruments evidencing the K*TEC Stock Options, as the case may be, to provide for the conversion of the Seller EFTC Stock Options and the K*TEC Stock Options into options to acquire Buyer Parent Common Stock in accordance with this Section 6.12, and that no 5.13 without obtaining consent of the holders of the Seller EFTC Stock Options is required or K*TEC Stock Options in connection with such conversion. (ef) Seller shall terminate its Employee Stock Purchase Plan in accordance with its terms The Board of Directors of EFTC shall, prior to or as of or prior to the Effective Time, take appropriate action to approve the deemed cancellation of the EFTC Stock Options for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the EFTC Stock Options and the K*TEC Stock Options (as converted pursuant to this Section 5.13) for purposes of Section 16(b) of the Exchange Act.