Common use of Stock Plans Clause in Contracts

Stock Plans. (a) At the Effective Time, the Stock Plans (other than the ESPP) and each Option which is outstanding thereunder immediately prior to the Effective Time (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 Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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. (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 Company shall take all actions necessary to provide that, at the Effective Time, (i) each then outstanding option to purchase shares of Company Common Stock (the Stock Plans "Options") granted under any of the Company's stock option plans referred to in Section 4.2 hereof, each as amended (other than collectively, the ESPP) and each "Option which is outstanding thereunder immediately prior to the Effective Time (Plans"), whether or not then vested exercisable or exercisablevested, shall be cancelled and (ii) shallin consideration of such cancellation, such holders of Options shall receive for each Share subject to Schedule 5.8(a), be assumed by Parent. Each such Option so assumed by Parent under this Agreement shall continue an amount (subject to have, and be subject to, the same terms and conditions set forth any applicable withholding tax) in the applicable Stock Plans and the stock option agreements, immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares cash equal to the product of (A) the number excess, if any, of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) Offer Price over the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will and (B) the number of Shares subject to such Option (such amount being herein referred to as the "Option Price"); provided, however, that the Company shall obtain all necessary consents or releases from holders of Options to effect the foregoing. Upon receipt of the Option Price, the Option shall be equal cancelled. The surrender of an Option to the quotient determined by dividing Company shall be deemed a release of any and all rights the exercise price per share holder had or may have had in respect of Company Common Stock at which such Option was exercisable immediately prior to Option. As promptly as practicable following the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 consummation of the Disclosure ScheduleMerger, neither the Merger nor Purchaser shall provide the transactions contemplated by Company with the funds necessary to satisfy its obligations under this Agreement will terminate any of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Time2.12(a). (b) For purposes of this AgreementExcept as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, (i) “the Company shall cause the Option Exchange Ratio” Plans to terminate as of the Effective Time and shall be equal to provide for the quotient obtained by dividing the Merger Consideration by the Parent Fair Market Value, and payment of any benefit due under such Option Plans in cash; (ii) “Parent Fair Market Value” means the average closing selling price per share Company shall cause the provisions in any other plan, program or arrangement, which currently provides or previously provided for the issuance or grant by the Company of Parent Ordinary Shares as quoted any interest in respect of the capital stock of the Company, or for payments based on the London value of the capital stock of the Company (each such other plan being referred to as an "Other Stock Exchange Plan") to terminate as of the Effective Time and shall provide for the ten payment of any benefit due under such plans in cash; and (10iii) trading days preceding the Closing Date (as converted Company shall take all action necessary to U.S. Dollars at ensure that following the Currency Exchange Rate as quoted Effective Time no holder of Options or any participant in the New York edition Option Plans or in any Other Stock Plan shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, and to terminate all such plans. The Wall Street Journal on Purchaser shall assure that the Effective DateCompany has the funds necessary to meet its obligations under this Section 2.12(b).

Stock Plans. (a) At the Effective TimeEach Company Stock Option, the Stock Plans (other than the ESPP) and each Option which whether vested or unvested, that is outstanding thereunder immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject to Schedule 5.8(a)as of the Effective Time, be assumed by Parent. Each such Option so assumed by Parent under this Agreement shall continue to haveautomatically and without any action on the part of the holders thereof, vest and be subject to, converted into a Parent Stock Option on the same terms and conditions set forth (except as provided in the this Section 6.04(a)) as were applicable under such Company Stock Plans and the stock option agreements, Option immediately prior to the Effective Time, except that to purchase (i) such Option will be exercisable for that number of whole shares of Parent Ordinary Shares Common Stock equal to the product of determined by multiplying (A) the total number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Time multiplied by (B) the Option Exchange Ratio and Ratio, rounded down to the nearest whole number of shares of Parent Ordinary SharesCommon Stock, and (ii) the per at a per-share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be 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 Option Exchange Ratio, rounded and rounding the resulting per-share exercise price up to the nearest whole cent. Except as set forth in Section 5.8 of the Disclosure Schedule. (b) Each Company SAR granted, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the whether vested or unvested, that is outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject immediately prior to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time shall, as “incentive stock options” as defined in Section 422 of the Code to Effective Time, automatically and without any action on the extent 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 Options qualified as incentive stock options 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. (bc) 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 AgreementSection 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 (ii.e., the award shall vest with respect to 100% of the shares underlying the award). (d) “Option 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 Company Rollover RSU immediately prior to the Effective Time, with respect to a number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Rollover RSU immediately prior to the Effective Time by the 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 ; provided that any fractional share of Parent Ordinary Shares as quoted on Common Stock resulting therefrom shall be rounded down to the London Stock Exchange for the ten nearest whole share. (10e) trading days preceding the Closing Date (as converted Prior 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)Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plans) shall pass resolutions to effect the foregoing provisions of this Section 6.04. (f) As soon as practicable after the Effective Time, Parent shall prepare and file with the SEC a Form S-8 (or file such other appropriate form) registering a number of shares of Parent Common Stock necessary to fulfill Parent’s obligations under this Section 6.04.

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 (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each 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 which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Seller Common Stock that were issuable upon exercise of purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Buyer Common Stock deemed purchasable pursuant to such Seller Stock Option Exchange Ratio and rounded down in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Buyer shall deliver to the nearest whole 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 Parent Ordinary Sharesshares 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 (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 that no consent of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any holders of the outstanding Seller Stock Options under the is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Plans Purchase Plan in accordance with its terms as of or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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. (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 Earlychildhood Option under the Stock Earlychildhood Option Plans (other than the ESPP) and each outstanding SmarterKids Stock Option which is outstanding thereunder 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 SmarterKids Stock Option, the same number of shares of Holdings Common Stock as the holder of such Earlychildhood Option or SmarterKids Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution or the SmarterKids Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded down to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded up to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of LLC Interests or shares of Company SmarterKids Common Stock, as the case may be, purchasable pursuant to such Earlychildhood Option or such SmarterKids Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Holdings Common Stock at which deemed purchasable pursuant to such Earlychildhood Option was exercisable immediately prior to or SmarterKids Stock Option, as the Effective Time by case may be, in accordance with the Option Exchange Ratio, rounded up to the nearest whole centforegoing. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 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) For As soon as practicable after the Effective Time, Holdings shall deliver to the participants in the Earlychildhood Option Plans and the SmarterKids Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Earlychildhood Option Plans or SmarterKids 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 5.15 after giving effect to the Transactions). (c) Holdings shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Holdings Common Stock for delivery under Earlychildhood Option Plans and SmarterKids Stock Plans in accordance with this Section 5.15. As soon as practicable after the Effective Time, 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 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, as the case may be, of 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 Earlychildhood Option Plans and the instruments evidencing the Earlychildhood Options, or the SmarterKids Stock Plans and the instruments evidencing the SmarterKids Stock Options, as the case may be, to provide for the conversion of the Earlychildhood Options and the SmarterKids Stock Options into options to acquire Holdings Common Stock in accordance with this Section 5.14, and to the extent required, obtain the consent of the holders of the Earlychildhood Options or SmarterKids Stock Options in connection with such conversion. (e) The Board of Directors of SmarterKids shall, prior to or as of the Effective Time, take appropriate action to approve the deemed disposition of the SmarterKids Stock Options, as the case may be, 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).excepting such disposition under Rule 16b-3

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 Plans Options to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be assumed by Parent and converted into an option (other than a “Converted Parent Option”) to acquire, on the ESPP) same terms and each conditions as were applicable under such Company Stock Option which is outstanding thereunder immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject to Schedule 5.8(aexcept that each Converted Parent Option shall vest and become exercisable immediately following the conversion), 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 Effective Time, except that (i) such Option will be exercisable for that a number of whole shares of Parent Ordinary Shares equal to the product of Common Stock determined by multiplying the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Stock Award Exchange Ratio (as defined below), rounded down to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price of such Company Stock Option immediately prior to the Effective Time by the Stock Award Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 of the Disclosure Schedule; provided, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the outstanding Options under the however, that each Company Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares Option (x) which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as an “incentive stock optionsoption” (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 extent 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 Options qualified 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 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 incentive stock options 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 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 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); (iv) Each Annual Incentive Company RSU award in respect of the performance year in which the Closing Date occurs shall, immediately prior to the Effective Time. (b) For purposes of this Agreement, (i) “Option Exchange Ratio” shall be converted into a right to receive a cash payment equal to the quotient obtained product of (A) the number of shares of Company Common Stock that are earned under such Annual Incentive Company RSU award based on the actual achievement of the applicable performance measures as of the Effective Time, as determined in accordance with the terms and conditions of the 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 dividing (B) the Merger sum of (x) the Cash Consideration by plus (y) twenty-five percent (25%) of 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 Common Stock on the London 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 for Ratio” means the ten sum of (101) 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 days day immediately preceding the Closing Date and (as converted B) “Good Reason” shall mean any of the following events or conditions, but only if the holder shall have provided written notice to U.S. Dollars the Parent within ninety (90) days of the initial existence or occurrence of such event or condition and the 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 holder’s base salary or target bonus opportunity or (2) a relocation of the holder’s employment more than fifty (50) miles from the metropolitan area in which the holder’s office is located at the Currency Exchange Rate as quoted in the New York edition time of The Wall Street Journal on the Effective Date)resignation.

Stock Plans. (a) (i) At the Effective Time, the each Company Stock Plans (other than the ESPP) and each Option which is Option, whether vested or unvested, outstanding thereunder immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject to Schedule 5.8(a), shall be assumed by ParentParent and converted into an option to purchase shares of Parent Common Stock in accordance with this Section 6.10(a). Each such Company Stock Option as so assumed by Parent under this Agreement and converted shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plans Plan and the stock option agreements, any agreements thereunder immediately prior to the Effective Time, except that (i) such that, as of the Effective Time, each Company Stock Option will as so assumed and converted shall be exercisable for that number of whole shares of Parent Ordinary Shares Common Stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (iiy) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, with a per share exercise price of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient of (a) the per share exercise price of such Company Stock Option divided by (b) the Option Exchange Ratio. Except as set forth in Section 5.8 For purposes of 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 divided by (ii) the average of the Disclosure Schedulelast reported sales prices of Parent Common Stock, neither as reported on the Merger nor 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 transactions contemplated by this Agreement will terminate any Company), on each of the outstanding Options under ten consecutive trading days immediately preceding the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption date of the Options in the MergerEffective Time. It is intended that Company Stock Options assumed and converted into options to acquire Parent Common Stock in accordance with the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, foregoing shall qualify following the Effective Time as “incentive stock options” 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. (bTime and that the assumption and conversion be consistent with Section 424(a) For purposes of the Code and the Treasury regulations thereunder, and, if reasonably practicable, the provisions of this Agreement, (i) “Option Exchange Ratio” Section 6.10 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)applied consistent with such intent.

Stock Plans. (a) At Prior to the Effective TimeTime of the Mergers, each of IPC and IXnet (x) shall take all action necessary (including obtaining any necessary consents and/or waivers) to ensure that from and after the Effective Time of the Mergers, all options granted to Employees to purchase shares of IPC Common Stock Plans (other than "IPC Options") or IXnet Common Stock ("IXnet Options" and, together with IPC Options, "Options"), which are then outstanding and unexercised (whether or not vested or exercisable), shall, without any further action on the ESPP) part of the holders thereof, be converted into and each Option which is outstanding thereunder become, respectively, options to purchase shares of Parent Common Stock on terms substantially identical to those in effect immediately prior to the Effective Time of the Mergers under the terms of the stock option plan or other agreement or award pursuant to which such Options were granted (whether collectively, such plans, agreements and awards of IPC or not IXnet being hereinafter referred to as the "Stock Plans") and Parent shall assume the Stock Plans with respect to then vested or exercisable) shalloutstanding options (but taking into account any changes thereto, subject to Schedule 5.8(a)including the acceleration thereof, 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 provided for in the applicable Stock Plans resulting from the Mergers) as limited by the Agreement entered into February 22, 2000, among Parent, IPC, IXnet and the stock option agreements, immediately prior certain holders of Options ("Option Limitation Agreement") and (y) shall amend Section 5(c) of each Stock Plan to provide that vesting of any Option thereunder held by a party to the Option Limitation Agreement in connection with or relating to a change of control (as such term is defined in the Stock Plans) shall be limited in accordance with the Option Limitation Agreement, and shall amend Section 5(d)of the IXnet Stock Plan to provide that 25% of IXnet Options held by a person who is not a party to the Option Limitation Agreement or held by Willxxx Xxxxxxxx xx Richxxx Xxxxxxx xxxll become exercisable upon a Change in Control; provided, however, that from and after the Effective Time, except that Time of the Mergers (i) each such Option will assumed by Parent may be exercisable for that number exercised solely to purchase shares of whole Parent Ordinary Shares equal to the product of Common Stock, (ii) the number of shares of Company Parent Common Stock that were issuable purchasable upon exercise of such Option immediately prior shall be equal to, in the case of IPC Options, the number of shares of Parent Common Stock subject to the Effective Time such Option multiplied by the Option IPC Merger Exchange Ratio and rounded down Ratio, rounded, if necessary, to the nearest whole number share of Parent Ordinary SharesCommon Stock, and at a price per share (iirounded to the nearest one-hundredth of a cent) equal to the per share exercise price for specified in such Option divided by the IPC Merger Exchange Ratio and, in the case of IXnet Options, the number of shares of Parent Ordinary Shares issuable upon exercise Common Stock subject to such Option multiplied by the IXnet Merger Exchange Ratio, rounded, if necessary, to the nearest whole share of such assumed Option will be Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the quotient determined by dividing the per share exercise price per share specified in such Option divided by the IXnet Merger Exchange Ratio. (b) Neither the vesting nor the exercisability of Company Common any Option shall accelerate as a result of, or in connection with, the transactions contemplated hereby, except to the extent required by the existing terms of the Stock at Plan or stock option agreement pursuant to which such Option was exercisable immediately prior granted, as in effect on the date hereof and as limited or as adjusted pursuant to the Effective Time by amendments referred to in Section 2.04(a) and the Option Exchange RatioLimitation Agreement. Notwithstanding the foregoing, rounded up the number of shares and the per share exercise price of each Option which is intended to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “an "incentive stock options” option" (as defined in Section 422 of the Code Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. (c) Parent shall, as of the Effective Time of the Mergers, reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Options assumed by it in accordance with this Section 2.04, such number not to be reduced except to the extent such Options qualified are exercised, canceled or terminated pursuant to their terms. Upon the Effective Time of the Mergers or as incentive stock options soon as reasonably practicable thereafter, Parent shall file, or cause to be filed, a registration statement(s) on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of Parent Common Stock subject to such Options and shall cause such registration statement(s) to remain effective (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Options remain outstanding. (d) At least ten days prior to the Effective Time. (b) For purposes Time of this Agreementthe Mergers, (i) “Option Exchange Ratio” the Companies shall notify each grantee under every Stock Plan that such plan is to be equal assumed by Parent as of the Effective Time of the Mergers, and that, to the quotient obtained extent not exercised prior to the Effective Time of the Mergers, each outstanding Option thereunder will be assumed 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 thereafter may be exercised solely to purchase shares of Parent Ordinary Shares as quoted on the London Common Stock Exchange for the ten (10in accordance with Section 2.04(a) 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)hereof.

Stock Plans. (a) At the Effective Time, each outstanding ValueVision Stock Option under the ValueVision Stock Plans (other than the ESPP) and each outstanding National Media Stock Option which is outstanding thereunder 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 ValueVision Stock Option or National Media Stock Option, as the case may be the same number of shares of Parent Common Stock as the holder of such 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 (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded downward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company ValueVision Common Stock that were issuable upon exercise of or National Media Common Stock, as the case may be, purchasable pursuant to such ValueVision Stock Option or such National Media Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of full shares of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which deemed purchasable pursuant to such ValueVision Stock Option was exercisable immediately prior to or National Media Stock Option, as the Effective Time by case may be, in accordance with the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timeforegoing. (b) For As soon as practicable after the Effective Time, Parent shall deliver to the participants in the ValueVision Stock Plans and the National Media Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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 5.13 after giving effect to the Mergers). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under ValueVision Stock Plans and National Media Stock Plans assumed in accordance with this Section 5.13. As soon as practicable after the Effective Time, 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 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 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 ValueVision Stock Plans and the instruments evidencing the 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 ValueVision Stock Options and the National Media Stock Options into options to acquire Parent Common Stock in accordance with this Section 5.13, and that no consent of the holders of the ValueVision Stock Options or National Media Stock Options is required in connection with such conversion. (e) The Board of Directors of each of ValueVision and National Media shall, prior to or as of 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 this Agreement, (iexcepting such disposition under Rule 16b-3(e) “Option promulgated under the 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 Act. The Board of Directors of Parent Ordinary Shares shall, prior to or as quoted on of the London Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock Exchange for under the ten (10) trading days preceding ValueVision Stock Options and the Closing Date National Media Stock Options (as converted pursuant to U.S. Dollars at this Section 5.13) for purposes of excepting such grant under Rule 16b-3(d) promulgated under the Currency Exchange Rate as quoted Act. (f) At the Effective Time, the Parent shall adopt the stock plan (the "Parent Stock Plan") substantially in the New York edition of The Wall Street Journal on the Effective Date).form attached hereto as Exhibit O.

Stock Plans. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of a COR Stock Option, the COR Stock Plans (other than and COR Stock Options shall be assumed by Millennium. At the ESPP) 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 each conditions as were applicable under such COR Stock Option, the same number of shares of Millennium Common Stock as the holder of such COR Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such COR Stock Option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company COR Common Stock that were issuable upon exercise of purchasable pursuant to such COR Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Millennium Common Stock deemed purchasable pursuant to such COR Stock Option Exchange Ratio and rounded down 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 nearest whole number COR Stock Plans and the instruments evidencing the COR Stock Options, to provide for the conversion of Parent Ordinary Sharesthe COR Stock Options in accordance with this Section, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 provide that no consent of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any holders of the outstanding COR Stock Options under the is required in connection with such conversion. Millennium shall use reasonable efforts to cause any assumed COR Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time qualify as “"incentive stock options” " as defined in Section 422 of the Code immediately prior to the extent 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 qualified options, or any other party, if an assumed COR Stock Option (or any part thereof) does not qualify as an incentive stock options option for any reason. (b) As soon as practicable after the Effective Time, Millennium shall deliver to the participants in COR Stock Plans appropriate notice setting forth such participants' rights pursuant thereto. (c) 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 Millennium Common Stock for delivery under the COR Stock Plans and COR Convertible Notes. As soon as practicable (or in any event within five business days) after the Effective Time, 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 Millennium Common Stock subject to 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. (bd) For purposes of this Agreement, COR shall terminate the 1991 Employee Stock Purchase Plan (ithe "ESPP") “Option Exchange Ratio” in accordance with its terms immediately prior to the Effective Time and the participants in the ESPP shall be equal permitted 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 exercise any then outstanding options thereunder at the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date)such time.

Stock Plans. (a) At the Effective Time, the Stock Plans (other than the ESPP) Conexant and Washington will take all action necessary or appropriate so that each Conexant Split Option which that is outstanding thereunder immediately prior to the Effective Time (whether or not then vested or exercisable) shall, of Distribution is adjusted pursuant to 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 Conexant Common Stock subject to such adjusted Conexant Split Option and the per-share exercise price of such adjusted Conexant Split Option will be determined as set forth on Schedule 5.8(a5.01(a)(i), be assumed by Parent. Each such adjusted Conexant Split Option so assumed by Parent under this Agreement shall continue to have, and be subject to, will otherwise have the same terms and conditions set forth as those in the applicable Stock Plans and the stock option agreements, effect immediately prior to the Effective Timeadjustment. In addition, except each person holding a Conexant Split Option that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal is outstanding immediately prior to the product 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 Conexant Split Option was granted. The number of shares of Company Washington Common Stock that were issuable upon exercise of subject to such Washington Option immediately prior to and the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per per-share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Washington Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 of on Schedule 5.01(a)(ii). Each such Washington Option will otherwise have substantially the Disclosure Schedulesame terms and conditions as the corresponding Conexant Split Option being adjusted, neither the Merger nor the transactions contemplated by this Agreement except that references to Conexant will terminate be changed to refer to Washington and references to any of the outstanding Options under the Conexant Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject changed to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, refer to the maximum extent permissible, following the Effective Time as “incentive Washington's applicable stock options” as defined in Section 422 of the Code to the extent such Options qualified as incentive stock options prior to the Effective Timeoption plan. (b) For Prior to the Time of Distribution, Washington will have established one or more stock option plans (the "Washington Stock Plans") the purposes of this Agreementwhich 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 (ior an Affiliate thereof) “Option Exchange Ratio” shall be equal treated as continued employment with Washington. From and after the Time of Distribution, 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 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 quotient obtained by dividing Time of Distribution is adjusted pursuant to the Merger Consideration by equitable adjustment and other provisions of 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 applicable Conexant 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 Plan under which such Mindspeed March 30 Option was granted in the New York edition manner described in this Section 5.01(d). The number of The Wall Street Journal shares of Conexant Common Stock subject to such adjusted Mindspeed March 30 Option and the 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 Effective Date)same terms and conditions as those in effect immediately prior to the adjustment.

Stock Plans. (a) At the Effective Time, the Stock Plans (other than the ESPP) Conexant and Mindspeed will take all action necessary or appropriate so that each Conexant Split Option which that is outstanding thereunder immediately prior to the Effective Time (whether or not then vested or exercisable) shall, of Distribution will be adjusted pursuant to 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 Conexant Common Stock subject to such adjusted Conexant Split Option and the per-share exercise price of such adjusted Conexant Split Option will be determined as set forth on Schedule 5.8(a4.01(a)(i), be assumed by Parent. Each such adjusted Conexant Split Option so assumed by Parent under this Agreement shall continue to have, and be subject to, will otherwise have the same terms and conditions set forth as those in the applicable Stock Plans and the stock option agreements, effect immediately prior to the Effective Timeadjustment. In addition, except each person holding a Conexant Split Option that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal is outstanding immediately prior to the product 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 Conexant Split Option was granted. The number of shares of Company Mindspeed Common Stock that were issuable upon exercise of subject to such Mindspeed Option immediately prior to and the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per per-share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Mindspeed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 of on Schedule 4.01(a)(ii). Each such Mindspeed Option will otherwise have substantially the Disclosure Schedulesame terms and conditions as the corresponding Conexant Split Option being adjusted, neither the Merger nor the transactions contemplated by this Agreement except that references to Conexant will terminate be changed to refer to Mindspeed and references to any of the outstanding Options under the Conexant Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject changed to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, refer to the maximum extent permissible, following the Effective Time as “incentive Mindspeed's applicable stock options” as defined in Section 422 of the Code to the extent such Options qualified as incentive stock options prior to the Effective Timeoption plan. (b) For As of the Time of Distribution, Mindspeed will have established one or more stock option plans (the "Mindspeed Stock Plans") the purposes of this Agreementwhich 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 (ior an Affiliate thereof) “Option Exchange Ratio” (including a Returning Mindspeed Employee's continued employment with Conexant (or an Affiliate thereof)) shall be equal treated as continued employment with Mindspeed. From and after the Time of Distribution, 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 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 quotient obtained by dividing Time of Distribution is adjusted pursuant to the Merger Consideration by equitable adjustment and other provisions of 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 applicable Conexant 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 Plan under which such Specified Conexant Option was granted in the New York edition manner described in this Section 4.01(d). The number of The Wall Street Journal shares of Conexant Common Stock subject to such adjusted Specified Conexant Option and the 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 Effective Date)same terms and conditions as those in effect immediately prior to the adjustment.

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 (a) At the Effective Timeor, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other than actions as may be required to effect the ESPPfollowing (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) The Company shall adjust the terms of all outstanding employee or director stock options to purchase shares of Company Common Stock ("Company Stock Options") granted under any stock option or stock purchase plan, program or arrangement of the 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 or not then exercisable, to provide that, at the Effective Time of the Merger, each Company Stock Option which is outstanding thereunder 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 (whether or not then vested or exercisableeach, a "Parent Stock Option") shallto acquire, 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, on the same terms and conditions set forth in as were applicable under such Company Stock Option, the applicable Stock Plans and the stock option agreements, immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole shares of Parent Ordinary Shares Class A Common Stock equal to the product of (1) the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior and (2) the Exchange Ratio, at a price per share equal to (1) the Effective Time multiplied aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (2) the number of shares of Parent Class A Common Stock issuable per share of Company Common Stock upon exercise of such Company Stock Option Exchange Ratio and 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 Parent Ordinary Sharesshares purchasable pursuant to such option, the terms and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon conditions of exercise of such assumed option and such other terms and conditions of such option to be determined in order to comply with Section 424(a) of the Code; and (b) Except as 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 Time of the Merger. After the Merger, each Parent Stock Option will shall be equal exercisable upon the same terms and conditions (including conditions relating to vesting and exercisability) as were applicable to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable Options immediately prior to the Effective Time by Merger and the Option Exchange Ratio, rounded up Company shall use its reasonable best efforts to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties ensure that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code Merger no holder of a Company Stock Option nor any participant in any Stock Plan shall have any right thereunder to acquire equity securities of the extent such Options qualified as incentive stock options prior to Company or the Effective TimeSurviving Corporation. (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 N2K Common Stock (an "N2K Stock Option") under the N2K Stock Plans (other than the ESPP) 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 N2K Stock Option which is outstanding thereunder or CDnow Stock Option, as the case may be, the same number of shares of NewCo Common Stock as the holder of such 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 (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company N2K Common Stock that were issuable upon exercise of or CDnow Common Stock, as the case may be, purchasable pursuant to such N2K Stock Option or such CDnow Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company NewCo Common Stock at which deemed purchasable pursuant to such N2K Stock Option was exercisable immediately prior to or CDnow Stock Option, as the Effective Time by case may be, in accordance with the Option Exchange Ratioforegoing; provided, rounded up to the nearest whole cent. Except as set forth in Section 5.8 of the Disclosure Schedulehowever, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, foregoing adjustment for any N2K Stock -------- ------- Option or CDnow Stock Option which is intended to the maximum extent permissible, following the Effective Time qualify as “an "incentive stock options” option" (as defined in under Section 422 of the Code to Code) shall be affected in a manner consistent with Section 424(a) of the extent such Options qualified as incentive stock options prior to the Effective TimeCode. (b) For As soon as practicable after the Effective Time, NewCo shall deliver to the participants in the N2K Stock Plans and the CDnow Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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 5.14 after giving effect to the Mergers). (c) NewCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NewCo Common Stock for delivery under N2K Stock Plans and CDnow Stock Plans assumed in accordance with this Section 5.14. As soon as practicable after the Effective Time, 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 NewCo Common Stock subject to such options and shall use its 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 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 N2K Stock Plans and the instruments evidencing the 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 N2K Stock Options and the CDnow Stock Options into options to acquire NewCo Common Stock in accordance with this Section 5.14 without obtaining consent of the holders of the N2K Stock Options or CDnow Stock Options in connection with such conversion. (e) The Board of Directors of each of N2K and CDnow shall, prior to or as of 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 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 DateSection 16(b).

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 (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, but otherwise on the ESPP) same terms and each 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 which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Seller Common Stock that were issuable upon exercise of purchasable pursuant to such Seller Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Buyer Common Stock at which deemed purchasable pursuant to such Seller Voting Stock Option was exercisable immediately prior in accordance with the foregoing. The adjustment pursuant to the Effective Time by the Option Exchange Ratio, rounded up this Section 6.11(a) is intended to the nearest whole cent. Except as set forth in comply with 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 424(a) of the Code with respect to the extent such Options qualified as any options which are incentive stock options prior to and shall be construed consistent with Section 424(a) of the Effective TimeCode. (b) For purposes of this AgreementAt the Effective Time, (i) “Option Exchange Ratio” each outstanding Seller Warrant shall be equal deemed to constitute a warrant to acquire, on the quotient obtained by dividing same terms and conditions as were applicable under such Seller Warrant, the Merger Consideration by number of shares of Buyer Common Stock at the Parent Fair Market Value, and (ii) “Parent Fair Market Value” means the average closing selling price per share as shall be determined under the existing terms of Parent Ordinary Shares the respective Seller Warrant. (c) As soon as quoted 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 London same terms and conditions (subject to the adjustments required by this Section 6.11 after giving effect to the Merger). (d) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock Exchange for delivery under the Seller Stock Plans assumed in accordance with this Section 6.11. 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, 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. (e) The Board of Directors of Seller shall, prior to or as of the Effective Time, take 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 ten (10) trading days preceding conversion of the Closing Date (as converted Seller Stock Options into options to U.S. Dollars at the Currency Exchange Rate as quoted acquire Buyer Common Stock in the New York edition of The Wall Street Journal on the Effective Date)accordance with this Section 6.11.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of EFTC Common Stock (an "EFTC Stock Option") under the EFTC Stock Plans (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such EFTC Stock Option which is outstanding thereunder the same number of shares of Parent Common Stock as the holder of such 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 (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company EFTC Common Stock that were issuable upon exercise of purchasable pursuant to such EFTC Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such EFTC Stock Option Exchange Ratio and rounded down in accordance with the foregoing. (b) At or prior to the nearest whole 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 Ordinary Shares, and Common Stock equal to (iii) the per share exercise price for number of shares of common stock of K*TEC as the Parent Ordinary Shares issuable upon exercise holder of such assumed K*TEC Stock Option will be equal would have been entitled to the quotient determined by dividing the exercise price per share of Company Common Stock at which had such Option was exercisable holder exercised such option in full immediately prior to the Effective Time by (rounded downward to the Option Exchange Rationearest whole number), times (ii) .6577, at a price per share (rounded up upward to the nearest whole cent. Except as set forth in Section 5.8 ) equal to (y) the aggregate exercise price for the shares of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any common stock of the outstanding Options under the K*TEC purchasable pursuant to such K*TEC Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Option immediately prior to the Effective TimeTime 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. (bc) For As soon as practicable after the Effective Time, Parent shall deliver to the participants in the EFTC Stock Plans and the K*TEC Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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 5.13 after giving effect to the Mergers). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under EFTC Stock Plans and K*TEC Stock Plans assumed in accordance with this Section 5.13. As soon as practicable after the Effective Time, 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 Parent Common Stock subject to such options and shall use its 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. (e) The Board of Directors of 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 EFTC Stock Plans and the instruments evidencing the 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 EFTC Stock Options and the K*TEC Stock Options into options to acquire Parent Common Stock in accordance with this Section 5.13 without obtaining consent of the holders of the EFTC Stock Options or K*TEC Stock Options in connection with such conversion. (f) The Board of Directors of EFTC shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the EFTC Stock Options for purposes of this Agreement, (iSection 16(b) “Option of the 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 Act. The Board of Directors of Parent Ordinary Shares shall, prior to or as quoted on of the London Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock Exchange for under the ten (10) trading days preceding EFTC Stock Options and the Closing Date K*TEC Stock Options (as converted pursuant to U.S. Dollars at this Section 5.13) for purposes of Section 16(b) of the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date)Act.

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 Company Common Stock (a "Company Stock Option") under the Company Stock Plans Plans, -------------------- whether vested or unvested, shall be assumed and shall constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option (other than the ESPPincluding any unvested portion thereof) and each Option which is outstanding thereunder in full (disregarding any limitation on exercisability thereof) immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe 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 Company Common Stock purchasable pursuant to such Company 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 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 assumed by Parent. Each such Option so assumed assigned to Parent and shall thereafter be ------- exercisable by Parent under this Agreement shall continue to have, and be subject to, upon the same terms and conditions set forth in the applicable Stock Plans and the stock option agreements, effect immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal the shares purchasable pursuant to the product of Repurchase Options and the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise purchase price per share of Company Common Stock at which such Option was exercisable immediately prior shall be adjusted to reflect the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. . (b) Except as set forth otherwise provided in Section 5.8 of the Disclosure ScheduleCompany Stock Plans, neither the Merger nor the transactions contemplated by this Agreement will terminate any of 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon that are so assumed by Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Company Stock Options so assumed by Parent hereunder qualify, to the maximum extent permissible, qualify following the Effective Time as “incentive stock options” 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 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, is a holder of an outstanding Company Stock Option under the Company Stock Plans that is to be assumed by Parent hereunder, a document evidencing the foregoing assumption of such Company Stock Option by Parent. (bc) For Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under Company Stock Options assumed in accordance with this Section 6.09. As promptly as reasonably practicable and in ------------ any event within fifteen (15) business days after receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent shall file a registration statement on Form S-8 (or any successor form) covering shares of Parent Common Stock issuable pursuant to such 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 assist Parent in the preparation of such registration statements. (d) The Board of Directors of Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing the Company Stock Options, to provide for the conversion of the Company Stock Options into options to acquire Parent Common Stock in accordance with this Section 6.09, and to provide that ------------ no consent of the holders of the Company Stock Options is required in connection with such conversion. (e) 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 this AgreementRule 16b-3 under --------- the Exchange Act) thereof, (i) “Option Exchange Ratio” shall be equal adopt resolutions prior to the quotient obtained by dividing the Merger Consideration by the Parent Fair Market ValueEffective Time providing that, and shall take other appropriate action such that, the deemed grant to Company Insiders (iias defined below) “of options to purchase Parent Fair Market Value” means Common Stock under the average closing selling price per share of Parent Ordinary Shares as quoted on the London Company Stock Exchange for the ten (10) trading days preceding the Closing Date Options (as converted into options to U.S. Dollars at acquire Parent Common Stock pursuant to this Section 6.09), and the Currency 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 Rate as quoted 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 New York edition Merger and the number and a description of The Wall Street Journal on the Effective Date).Company Stock Options held by each Company Insider and expected to be converted into options to acquire Parent Common Stock in 41

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Hyperion Common Stock (a "Hyperion Stock Option") under the Hyperion Stock Plans (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Hyperion Stock Option, the same number of shares of Arbor Common Stock as the holder of such Hyperion Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Hyperion Common Stock that were issuable upon exercise of purchasable pursuant to such Hyperion Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Arbor Common Stock at which deemed purchasable pursuant to such Hyperion Stock Option was exercisable immediately prior to in accordance with the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timeforegoing. (b) For purposes As soon as practicable after the Effective Time, Arbor shall deliver to the participants in Hyperion Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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) At the Effective Time, by virtue of this Agreementthe Merger and without the need of any further corporate action, (i) “Option Exchange Ratio” 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 equal obligations of Arbor following the Effective Time. Arbor shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Arbor Common Stock for delivery under 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, 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 quotient obtained by dividing the Merger Consideration by the Parent Fair Market Valueshares of Arbor Common Stock subject to such options, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (iiand maintain the current status of the prospectus or prospectuses contained therein) “Parent Fair Market Value” means for so long as such options remain outstanding. (d) The Board of Directors of Hyperion shall, prior to or as of the average closing selling price per share Effective Time, take all necessary actions, pursuant to and in accordance with the terms of Parent Ordinary Shares as quoted on the London Hyperion Stock Exchange Plans and the instruments evidencing the Hyperion Stock Options, to provide for the ten (10) trading days preceding conversion of the Closing Date (as converted Hyperion Stock Options into options to U.S. Dollars at acquire Arbor Common Stock in accordance with this Section 6.12, and that no consent of the Currency Exchange Rate as quoted holders of the Hyperion Stock Options is required in the New York edition of The Wall Street Journal on the Effective Date)connection with such conversion.

Stock Plans. (a) At the Effective Time, each outstanding Company Stock Option under the Company Stock Plans (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Company Stock Option which is outstanding thereunder the same number of shares of Gaming Co. Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Common Stock that were issuable upon exercise of purchasable pursuant to such Company Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Gaming Co. Common Stock at which deemed purchasable pursuant to such Company Stock Option was exercisable immediately prior to in accordance with the Effective Time foregoing, it being acknowledged by the Hilton that each such Company Stock Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualifywill, to the maximum extent permissibleprovided for in the applicable option or agreement, following become fully vested at the Effective Time as “incentive stock options” as defined in Section 422 a result of the Code to the extent such Options qualified as incentive stock options prior to the Effective TimeMerger. (b) For purposes of this AgreementPromptly after the Effective Time, (i) “Option Exchange Ratio” Gaming Co. shall be equal deliver to the quotient obtained by dividing participants in the Merger Consideration by Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and 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 grants pursuant to Company Stock Plans shall continue in effect on the London same terms and conditions (subject to the adjustments required by this Section 7.14 after giving effect to the Merger). (c) Gaming Co. shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Gaming Co. Common Stock Exchange for delivery under Company Stock Plans assumed in accordance with this Section 7.14. Promptly after the Effective Time, 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 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 Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing the Company Stock Options, to provide for the ten (10) trading days preceding conversion of 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).Company Stock Options into 45

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, the each General Stock Plans (other than the ESPP) and each Option which is outstanding thereunder immediately prior to the Effective Time shall (whether or not then vested or exercisableexcept to the extent that Berkshire and the holder of a General Stock Option otherwise agree in writing prior to the Effective Time) shallbe deemed to constitute an option to acquire, 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, on the same terms and conditions set forth in as were applicable under such General Stock Option, the applicable Stock Plans and the stock option agreements, immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares shares of Holding Company Class B Common Stock equal to the product of (1) the number of shares of Company General Common Stock that were issuable upon exercise of such General Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio 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 whole number one one-hundredth of Parent Ordinary Sharesa share (provided that, and 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 New York Stock Exchange (ii"NYSE") Composite Tape on the date of exercise), at a price per share equal to (x) the per share exercise price for the Parent Ordinary Shares issuable upon exercise shares of General Common Stock otherwise purchasable pursuant to such assumed General Stock Option will be equal to the quotient determined divided by dividing the (y) 0.105, provided, that such exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, shall be rounded up or -------- down to the nearest whole cent. . (ii) Except as set forth provided in Section 5.8 6.13 or as otherwise agreed to in writing by the parties, (A) the Option Plans, the 1998 Employee Stock Purchase Plan and the Stock 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 respect of the Disclosure Schedulecapital stock of General or any subsidiary (collectively, neither the Merger nor the transactions contemplated by this Agreement will "Stock Plans") shall terminate any as of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties Effective Time, and (B) General shall ensure that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined no holder of a General Stock Option nor any participant in Section 422 any of the Code Stock Plans shall have any right thereunder to acquire equity securities of General or the extent such Options qualified as incentive stock options prior to the Effective TimeHolding Company. (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, Parent shall assume the Acquired Company's rights and obligations under each of the outstanding options previously granted under the Stock Plans (other than the ESPP) and each Option which is outstanding thereunder such option existing immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject to Schedule 5.8(a), be assumed by Parent. Each being called an "Existing Option," and each such Option option so assumed by Parent under this Agreement being called an "Assumed Option"), by which assumption the optionee shall continue have the right 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 Effective Time, except that (i) such Option will be exercisable for purchase that number of whole shares of Parent Ordinary Shares equal Stock (rounded down to the product of nearest whole) into which the number of shares of Acquired Company Common 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 were issuable upon exercise will buy the number of whole shares for which the Assumed Option will be exercisable in accordance with this Section 2.1.7, and the purchase price per share of Parent Stock thereunder shall be such Option aggregate price divided by the total number of shares of Parent Stock 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 multiplied by or relieve the Option Exchange Ratio and rounded down holders thereof of any obligations or restrictions applicable to the nearest whole number Assumed Options or the shares of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable Stock obtainable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole centAssumed Options. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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. (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).5

Stock Plans. (a) At Prior to the Effective TimeTime of the Mergers, each of IPC and IXnet (x) shall take all action necessary (including obtaining any necessary consents and/or waivers) to ensure that from and after the Effective Time of the Mergers, all options granted to Employees to purchase shares of IPC Common Stock Plans (other than "IPC Options") or IXnet Common Stock ("IXnet Options" and, together with IPC Options, "Options"), which are then outstanding and unexercised (whether or not vested or exercisable), shall, without any further action on the ESPP) part of the holders thereof, be converted into and each Option which is outstanding thereunder become, respectively, options to purchase shares of Parent Common Stock on terms substantially identical to those in effect immediately prior to the Effective Time of the Mergers under the terms of the stock option plan or other agreement or award pursuant to which such Options were granted (whether collectively, such plans, agreements and awards of IPC or not IXnet being hereinafter referred to as the "Stock Plans") and Parent shall assume the Stock Plans with respect to then vested or exercisable) shalloutstanding options (but taking into account any changes thereto, subject to Schedule 5.8(a)including the acceleration thereof, 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 provided for in the applicable Stock Plans resulting from the Mergers) as limited by the Agreement entered into February 22, 2000, among Parent, IPC, IXnet and the stock option agreements, immediately prior certain holders of Options ("Option Limitation Agreement") and (y) shall amend Section 5(c) of each Stock Plan to provide that vesting of any Option thereunder held by a party to the Option Limitation Agreement in connection with or relating to a change of control (as such term is defined in the Stock Plans) shall be limited in accordance with the Option Limitation Agreement and shall amend Section 5(d) of the IXnet Stock Plan to provide that 25% of IXnet Options held by a person who is not a party to the Option Limitation Agreement or held by Xxxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxx shall become exercisable upon a Change in Control; provided, however, that from and after the Effective Time, except that Time of the Mergers (i) each such Option will assumed by Parent may be exercisable for that number exercised solely to purchase shares of whole Parent Ordinary Shares equal to the product of Common Stock, (ii) the number of shares of Company Parent Common Stock that were issuable purchasable upon exercise of such Option immediately prior shall be equal to, in the case of IPC Options, the number of shares of Parent Common Stock subject to the Effective Time such Option multiplied by the Option IPC Merger Exchange Ratio and rounded down Ratio, rounded, if necessary, to the nearest whole number share of Parent Ordinary SharesCommon Stock, and at a price per share (iirounded to the nearest one-hundredth of a cent) equal to the per share exercise price for specified in such Option divided by the IPC Merger Exchange Ratio and, in the case of IXnet Options, the number of shares of Parent Ordinary Shares issuable upon exercise Common Stock subject to such Option multiplied by the IXnet Merger Exchange Ratio, rounded, if necessary, to the nearest whole share of such assumed Option will be Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the quotient determined by dividing the per share exercise price per share specified in such Option divided by the IXnet Merger Exchange Ratio. (b) Neither the vesting nor the exercisability of Company Common any Option shall accelerate as a result of, or in connection with, the transactions contemplated hereby, except to the extent required by the existing terms of the Stock at Plan or stock option agreement pursuant to which such Option was exercisable immediately prior granted, as in effect on the date hereof and as limited or as adjusted pursuant to the Effective Time by amendments referred to in Section 2.04(a) and the Option Exchange RatioLimitation Agreement. Notwithstanding the foregoing, rounded up the number of shares and the per share exercise price of each Option which is intended to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “an "incentive stock options” option" (as defined in Section 422 of the Code Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. (c) Parent shall, as of the Effective Time of the Mergers, reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Options assumed by it in accordance with this Section 2.04, such number not to be reduced except to the extent such Options qualified are exercised, canceled or terminated pursuant to their terms. Upon the Effective Time of the Mergers or as incentive stock options soon as reasonably practicable thereafter, Parent shall file, or cause to be filed, a registration statement(s) on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of Parent Common Stock subject to such Options and shall cause such registration statement(s) to remain effective (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Options remain outstanding. (d) At least ten days prior to the Effective Time. (b) For purposes Time of this Agreementthe Mergers, (i) “Option Exchange Ratio” the Companies shall notify each grantee under every Stock Plan that such plan is to be equal assumed by Parent as of the Effective Time of the Mergers, and that, to the quotient obtained extent not exercised prior to the Effective Time of the Mergers, each outstanding Option thereunder will be assumed 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 thereafter may be exercised solely to purchase shares of Parent Ordinary Shares as quoted on the London Common Stock Exchange for the ten (10in accordance with Section 2.04(a) 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)hereof.

Stock Plans. (a) At the Effective Time, each outstanding Company Stock Option under the Company Stock Plans (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Company Stock Option which is outstanding thereunder the same number of shares of Gaming Co. Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Common Stock that were issuable upon exercise of purchasable pursuant to such Company Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Gaming Co. Common Stock at which deemed purchasable pursuant to such Company Stock Option was exercisable immediately prior to in accordance with the Effective Time foregoing, it being acknowledged by the Hilton that each such Company Stock Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualifywill, to the maximum extent permissibleprovided for in the applicable option or agreement, following become fully vested at the Effective Time as “incentive stock options” as defined in Section 422 a result of the Code to the extent such Options qualified as incentive stock options prior to the Effective TimeMerger. (b) For Promptly after the Effective Time, Gaming Co. shall deliver to the participants in the Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 7.14 after giving effect to the Merger). (c) Gaming Co. shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Gaming Co. Common Stock for delivery under Company Stock Plans assumed in accordance with this Section 7.14. Promptly after the Effective Time, 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 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 Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing the Company Stock Options, to provide for the conversion of the Company Stock Options into options to acquire Gaming Co. Common Stock in accordance with this Section 7.14; and Company represents and warrants that no consent of the holders of the Company Stock Options is required in connection with such conversion. - 58 - 64 (e) The Board of Directors of Company shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Company Stock Options for purposes of this AgreementSection 16(b) of the Exchange Act. The Board of Directors of Gaming Co. shall, (i) “Option Exchange Ratio” shall be equal prior to or as of the quotient obtained by dividing Effective Time, take appropriate action to approve the Merger Consideration by deemed grant of options to purchase Gaming Co. Common Stock under 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 Company Stock Exchange for the ten (10) trading days preceding the Closing Date Options (as converted pursuant to U.S. Dollars at this Section 7.14) for purposes of Section 16(b) of the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date)Act.

Stock Plans. (ai) At the Effective Time, (A) Acquiror shall assume and become the sponsor of the Company Option Plan(s) (the "Assumed Option Plan(s)"), (B) the names of the Assumed Option Plan(s) shall be changed to reflect the Acquiror name and (C) each outstanding option to purchase Company Shares (a "Company Stock Plans (other than Option") under the ESPP) and each Company Option which is outstanding thereunder immediately prior to the Effective Time (Plan(s), whether or not then vested or exercisableunvested, shall be converted into an option (an "Acquiror Stock Option") 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 Effective Time, except that (i) such Option will be exercisable for that purchase a number of whole Parent Ordinary Shares equal to the product of obtained by multiplying (x) the number of shares of Company Common Shares subject to such Company Stock that were issuable upon exercise of such Option immediately prior to by (y) the Effective Time multiplied by the Option Exchange Ratio and rounded Ratio, rounding down to the nearest whole number of Parent Ordinary Sharesshare, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the at an exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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. (b) For purposes of this Agreement, (i) “Option Exchange Ratio” shall be Share equal to the quotient obtained by dividing (1) the Merger Consideration per-share exercise price of such Company Stock Option by (2) the Parent Fair Market ValueExchange Ratio, rounding up to the nearest full cent. The Acquiror Stock Options shall continue to be subject to their original terms and conditions as set forth in the applicable Assumed Option Plan and the original option agreement, including but not limited to the vesting conditions set forth therein. Notwithstanding the foregoing, each Company Stock Option that is intended to be an "incentive stock option" within the meaning of Section 422 of the Code shall be converted in such a way as will comply with Section 424 of the Code. (ii) “Parent Fair Market Value” means As soon as practicable after the average closing selling price per share of Parent Ordinary Shares as quoted Effective Time, Acquiror shall deliver to the participants in the Company Option Plan(s) an appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Company Option Plan(s) shall continue in effect on the London Stock Exchange same terms and conditions, except as set forth above. (iii) Acquiror shall take all corporate action necessary at or prior to the Effective Time to reserve for issuance a sufficient number of Shares for delivery under the ten Assumed Option Plan(s). (10iv) trading days preceding Acquiror shall file a registration statement on Form S-8 (or any successor form) or another appropriate form, and use its reasonable best efforts to cause such Form S-8 to become effective at or as soon as practicable after the Closing Date (as converted Effective Time, with respect to U.S. Dollars at the Currency Exchange Rate as quoted Shares subject to employee stock options included in the New York edition Assumed Option Plans and shall use reasonable efforts to maintain the effectiveness of The Wall Street Journal on such registration statement or registration statements (and maintain the Effective Date)current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. Acquiror shall promptly take any action required to be taken under state securities or blue sky laws in connection with the issuance of Shares in connection with employee options included in the Assumed Option Plans. (v) To the extent necessary or appropriate, the Assumed Option Plans shall be amended so as to comply with Rule 16b-3 promulgated under the Securities Exchange Act.

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 (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each 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 which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), be assumed by Parent. Each at a A-24 (b) As soon as practicable after the Effective Time, Buyer shall deliver to the participants in Seller Stock Plans appropriate notice setting forth such Option so assumed by Parent under this Agreement participants' rights pursuant thereto and the grants pursuant to Seller Stock Plans shall continue to have, and be subject to, in effect on the same terms and conditions set forth (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 applicable 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 stock option agreementsinstruments evidencing the Seller Stock Options, immediately prior to provide for the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to the product conversion of the number of shares of Company Seller Stock Options into options to acquire Buyer Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Sharesin accordance with this Section 6.12, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 that no consent of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any holders of the outstanding Seller Stock Options under the is required in connection with such conversion. (e) Seller shall terminate its Employee Stock Plans Purchase Plan in accordance with its terms as of or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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. (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, the Stock Plans (other than the ESPP) Conexant and Washington will take all action necessary or appropriate so that each Conexant Split Option which that is outstanding thereunder immediately prior to the Effective Time (whether or not then vested or exercisable) shall, of Distribution is adjusted pursuant to 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 Conexant Common Stock subject to such adjusted Conexant Split Option and the per-share exercise price of such adjusted Conexant Split Option will be determined as set forth on Schedule 5.8(a5.01(a)(i), be assumed by Parent. Each such adjusted Conexant Split Option so assumed by Parent under this Agreement shall continue to have, and be subject to, will otherwise have the same terms and conditions set forth as those in the applicable Stock Plans and the stock option agreements, effect immediately prior to the Effective Timeadjustment. In addition, except each person holding a Conexant Split Option that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal is outstanding immediately prior to the product 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 Conexant Split Option was granted. The number of shares of Company Washington Common Stock that were issuable upon exercise of subject to such Washington Option immediately prior to and the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per per-share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Washington Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 of on Schedule 5.01(a)(ii). Each such Washington Option will otherwise have substantially the Disclosure Schedulesame terms and conditions as the corresponding Conexant Split Option being adjusted, neither the Merger nor the transactions contemplated by this Agreement except that references to Conexant will terminate be changed to refer to Washington and references to any of the outstanding Options under the Conexant Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject changed to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, refer to the maximum extent permissible, following the Effective Time as “incentive Washington's applicable stock options” as defined in Section 422 of the Code to the extent such Options qualified as incentive stock options prior to the Effective Timeoption plan. (b) For Prior to the Time of Distribution, Washington will have established one or more stock option plans (the "WASHINGTON STOCK PLANS") the purposes of this Agreementwhich 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 (ior an Affiliate thereof) “Option Exchange Ratio” shall be equal treated as continued employment with Washington. From and after the Time of Distribution, 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 Arizona (or an Affiliate thereof) shall 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 quotient obtained by dividing Time of Distribution is adjusted pursuant to the Merger Consideration by equitable adjustment and other provisions of 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 applicable Conexant 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 Plan under which such Mindspeed March 30 Option was granted in the New York edition manner described in this Section 5.01(d). The number of The Wall Street Journal shares of Conexant Common Stock subject to such adjusted Mindspeed March 30 Option and the 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 Effective Date)same terms and conditions as those in effect immediately prior to the adjustment.

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, the Stock Plans (other than the ESPPif required) so that each Premark Option and each Option which Premark Phantom SAR held by a Tupperware Participant that is outstanding thereunder immediately prior as of the Distribution Date shall be replaced with a Tupperware Option or a Tupperware Phantom SAR, as the case 5 may be, with respect to a number of shares of Tupperware Common Stock equal to the Effective Time (whether or not then vested or exercisable) shall, number of shares subject to Schedule 5.8(a)such Premark Option or Premark Phantom SAR, be assumed by Parent. Each as the case may be, immediately before such Option so assumed by Parent under this Agreement shall continue to havereplacement, times the Ratio, and be subject tothen, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per-share exercise price equal to the per-share exercise price of such Premark Option or Premark Phantom SAR, as the case may be, immediately before such replacement, divided by the Ratio. Such Tupperware Option or Tupperware Phantom SAR, as the case may be, shall otherwise have the same terms and conditions set forth in as the applicable Stock Plans and corresponding Premark Option or Premark Phantom SAR, as the stock option agreements, immediately prior to the Effective Timecase may be, except that references to Premark shall be changed to refer to Tupperware. (ib) such Option will be exercisable for 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 whole Parent Ordinary Shares equal to shares of Tupperware Restricted Stock such that the product sum of such number and the number of shares of Company Tupperware Common Stock that were issuable upon exercise issued in the Distribution with respect to such Premark Restricted Stock equals the number of shares of Premark Restricted Stock comprising such Option award immediately prior to before the Effective Time multiplied by Distribution Date, times the Option Exchange Ratio Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded down [up] [down] to the nearest whole share. Such converted award shall be subject to the same schedule with respect to the lapse of restrictions and the same risks of forfeiture as the corresponding Premark Restricted Stock immediately before such conversion, and shall otherwise have the same terms and conditions as 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 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, in each case as more fully described below. Such Tupperware Director Option shall constitute an option to purchase a number of Parent Ordinary Sharesshares of Tupperware Common Stock equal to one-half the number of shares subject to such Premark Director Option immediately before such replacement, times the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per-share exercise price equal to the per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Ratio. Such Tupperware Director Option shall otherwise have the same terms and conditions as the Premark Director Option it replaces in part, except that references to Premark shall be changed to refer to Tupperware. Such new Premark Director Option shall constitute an option to purchase a number of shares of Premark Common Stock equal to one-half the number of shares subject to such Premark Director Option immediately before such replacement, times the Premark Ratio, and then, if any resultant fractional share of Premark Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per- share exercise price equal to the per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Premark Ratio. (iii) Each such Premark Director Option held by a Tupperware Non-Employee Director shall be replaced with a Tupperware Director Option to purchase a number of shares of Tupperware Common Stock equal to the number of shares subject to such Premark Director Option immediately before such replacement, times the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Ratio. Such Tupperware Director Option shall otherwise have the same terms and conditions as the Premark Director Option it replaces, except that references to Premark shall be changed to refer to Tupperware. 6 (d) Effective as of the Distribution Date, except as specifically set forth in Section 2.12, Tupperware and the Tupperware Subsidiaries shall assume and be solely responsible for (i) all Liabilities 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) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 all Liabilities of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any Pre- Distribution Group to or with respect to Common Non-Employee Directors and Tupperware Non-Employee Directors arising out of the outstanding or relating to Premark Director Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent such they are to be replaced by Tupperware Director Options qualified as incentive stock options prior pursuant to Section 2.04(c). Tupperware and the Effective Time. (b) For purposes of this Agreement, (i) “Option Exchange Ratio” Tupperware Subsidiaries shall be equal solely responsible for all Liabilities arising out of or relating to the quotient obtained by dividing the Merger Consideration by the Parent Fair Market ValueTupperware Options, Tupperware Stock Units, Tupperware Restricted Stock 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)Tupperware Director Options.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Newpark Common Stock (a "Newpark Stock Option") under the Newpark Stock Plans (other than Plans, whether vested or unvested, shall constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Newpark Stock Option, the same number of shares of Tuboscope Common Stock as the holder of such Newpark Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Newpark Common Stock that were issuable upon exercise of purchasable pursuant to such Newpark Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Tuboscope Common Stock deemed purchasable pursuant to such Newpark Stock Option Exchange Ratio and rounded down in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Tuboscope shall deliver to the nearest whole participants in Newpark Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Newpark Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.10 after giving effect to the Merger). (c) Tuboscope shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Sharesshares of Tuboscope Common Stock for delivery under Newpark Stock Plans assumed in accordance with this Section 6.10. As soon as practicable after the Effective Time, 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 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 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 Newpark Stock Plans and the instruments evidencing the Newpark Stock Options, to provide for the conversion of the Newpark Stock Options into options to acquire Tuboscope Common Stock in accordance with this Section 6.10, and that no consent of the holders of the Newpark Stock Options is required in connection with such conversion. (iie) The shares of Newpark Common Stock awarded, issued and outstanding under the per share exercise price for Newpark Long Term Cash and Stock Incentive Plan shall be converted into Tuboscope Common Stock on the Parent Ordinary Shares issuable upon exercise 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 assumed Option will be equal 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 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 the Newpark Warrant would have been entitled to receive pursuant to the quotient determined by dividing Merger had such holder exercised the exercise price per share of Company Common Stock at which such Option was exercisable Newpark Warrant in full immediately prior to the Effective Time by (rounded downward to the Option Exchange Rationearest whole number), at a price per share (rounded up upward to the nearest whole cent. Except as set forth in Section 5.8 ) equal to (y) the aggregate exercise price for the shares of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the outstanding Options under the Newpark Common Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, purchasable pursuant to the maximum extent permissible, 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 Newpark Warrant immediately prior to the Effective Time. Time divided by (bz) For purposes the number of this Agreement, (i) “Option Exchange Ratio” shall be equal full shares of Tuboscope Common Stock deemed purchasable pursuant to the quotient obtained by dividing Newpark Warrant in accordance with 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)foregoing.

Stock Plans. (a) At Subject to the Effective Timeterms of this Agreement, the Stock Plans (other than the ESPP) and each Option which is outstanding thereunder effective as of immediately prior to the Effective Time close of the Distribution Date, Vialta shall grant to each employee, consultant and outside director of ESS (whether or not then vested or exercisableas determined by ESS) shall, subject to Schedule 5.8(a), be assumed by Parent. Each such who is a holder of an ESS 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, that is outstanding immediately prior to the Effective Timeclose of the Distribution Date, except that (i) a Vialta Option under the Vialta 2001 Plan, with respect to each such Option will that was outstanding on the Record Date (each a "Distribution Option"). Distribution Options shall be exercisable 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 that the purchase of a number of whole Parent Ordinary Shares shares of Vialta Class A Common Stock equal to the product of the number of shares of Company ESS Common Stock that were issuable upon exercise which are subject, as of such Option immediately prior the Record Date, to the Effective Time ESS Option (the "CORRESPONDING ESS OPTION") with respect to which such Distribution Option is granted (whether vested or unvested) multiplied by the Option Exchange Ratio and Distribution Ratio. With respect to each Distribution Option, the number of shares of Vialta Class A common stock determined pursuant to the preceding sentence shall be rounded down to the nearest whole number share of Parent Ordinary SharesVialta Class A common stock. 5.2.2 The vesting provisions, term and (ii) other provisions of each Distribution Option shall be the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal same as those in effect with respect to the quotient determined by dividing the exercise price per share of Company Common Stock at which such applicable Corresponding ESS Option was exercisable immediately prior to the Effective Time by close of the Distribution Date, except as otherwise provided for in this Section 5.2. A Distribution Option Exchange Ratiomay only be exercised at the same time as the exercise of the Corresponding ESS Option, rounded up to the nearest whole cent. Except as set forth described in Section 5.8 5.2.3 below. 5.2.3 The per-share exercise price, the vesting provisions, term and other provisions of each such Corresponding ESS Option shall be the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to same as those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 effect immediately prior to the Effective Time. (b) For purposes close of this Agreementthe Distribution Date. Upon the subsequent exercise of a Corresponding ESS Option, (i) “Option Exchange Ratio” shall the holder will be equal deemed to have also exercised the quotient obtained by dividing the Merger Consideration by the Parent Fair Market Valuecorresponding Distribution Option, and (ii) “Parent Fair Market Value” means will receive the average closing selling price per share ESS shares being acquired upon exercise of Parent Ordinary Shares as quoted on the London Stock Exchange for the ten (10) trading days preceding the Closing Date (well as converted to U.S. Dollars at the Currency Exchange Rate as quoted in the New York edition a corresponding number of The Wall Street Journal on the Effective Date)shares of Vialta Class A common stock.

Stock Plans. (a) At the Effective TimeLILCO and BUG shall take all action required to terminate their respective employee stock option, the Stock Plans (stock purchase and other than the ESPP) and each Option which is outstanding thereunder immediately prior to the Effective Time (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 similar stock option agreements, immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 plans concurrent with the Effective Time. (b) For purposes of this AgreementAt the Effective Time, (i) “Option Exchange Ratio” 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 equal 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 quotient obtained by dividing Dividend Reinvestment Plan or be issued under such BUG Plan, as the Merger Consideration by the Parent Fair Market Valuecase may be, and (ii) “Parent Fair Market Value” means each unexpired and unexercised option to purchase shares of BUG Common Stock ("BUG OPTION") under the average closing selling 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 Parent Ordinary Shares 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 quoted on in effect immediately prior to the London Stock Exchange Effective Time, and the Dividend Reinvestment Plan shall be appropriately modified to provide 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 issuance or delivery of The Wall Street Journal Company Common Stock on and after the Effective Date)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 share of LILCO Common Stock (including fractional and uncertificated shares) held under LILCO's Dividend Reinvestment Plan (the "LILCO DIVIDEND REINVESTMENT PLAN") 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 "LILCO 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 LILCO Dividend Reinvestment Plan or be issued under such LILCO Plan, as the case may be. (f) As of the Effective Time, the Company shall succeed to the LILCO Dividend Reinvestment Plan as in effect immediately prior to the Effective Time, and the LILCO 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. (g) As of the Effective Time, the LILCO 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.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Viking Common Stock (a "Viking Stock Option") under the Viking Stock Plans (other than Plans, whether vested or unvested, shall constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Viking Stock Option, the same number of shares of Depot Common Stock as the holder of such Viking Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Viking Common Stock that were issuable upon exercise of purchasable pursuant to such Viking Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Depot Common Stock at which deemed purchasable pursuant to such Viking Stock Option was exercisable immediately prior to in accordance with the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timeforegoing. (b) For purposes As soon as practicable after the Effective Time, Depot shall deliver to the participants in Viking Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Viking 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) Depot shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Depot Common Stock for delivery under Viking Stock Plans assumed in accordance with this AgreementSection 6.12. As soon as practicable after the Effective Time, Depot shall file a registration statement on Form S-8 (ior any successor or other appropriate forms), or another appropriate form with respect to the shares of Depot 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) “Option Exchange Ratio” for so long as such options remain outstanding. (d) The Board of Directors of Viking 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 Viking Stock Plans and the instruments evidencing the Viking Stock Options, to provide for the conversion of the Viking Stock Options into options to acquire Depot Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Viking Stock Options is required in connection with such conversion. (e) The shares of Viking Common Stock awarded, issued and outstanding under the Viking Long Term Stock Incentive Plan 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 converted into Depot Common 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 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 these terms after the Effective Date).

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 Western Power Stock Option under the 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 Western Power Stock Option or E-Mobile Stock Option, as the case may be the same number of shares of Parent Common Stock as the holder of such 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 downward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Western Power Common Stock or E-Mobile Common Stock, as the case may be, purchasable pursuant to such 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 Parent Common Stock deemed purchasable pursuant to such 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, Parent shall deliver to the participants in 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 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 5.13 after giving effect to the Mergers). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under Western Power Stock Plans and E-Mobile Stock Plans assumed in accordance with this Section 5.13. As soon as practicable after the Effective Time, 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 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 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 Western Power Stock Plans and the instruments evidencing the 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 Western Power Stock Options and the E-Mobile Stock Options into options to acquire Parent Common Stock in accordance with this Section 5.13, and that no consent of the holders of the Western Power Stock Options or E-Mobile Stock Options is required in connection with such conversion. (e) At the Effective Time, the Parent shall adopt the stock plan (the "Parent Stock Plans 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 (other than 15%) of the ESPP) and each Option which is total shares outstanding thereunder immediately prior at the Effective Time. The shares reserved for issuance pursuant to the Effective Time (whether or not then vested or exercisable) shallParent Stock Plan shall be in addition to Western Power Stock Options and E-Mobile Stock Options outstanding, subject to Schedule 5.8(a), be and 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 Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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. (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 Prior to the Effective Time, 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 provide that effective at the Effective Time, the KKR Stock Awards Plan, as amended, The Koo Xxx Xxx, Inc. Directors' Stock Option Plan, as amended, the 1997 Stock Option Plan for Restaurant Employees and Management and all other than stock-based compensatory arrangements identified on Schedule 2.7, if any (the ESPP"KKR Stock Plans"), and all outstanding, unexercised stock options (the "KKR Options") heretofore granted pursuant to the KKR Stock Plans, shall be assumed by FRI and each 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 purchase FRI Shares, on the same terms and conditions as were applicable under 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 outstanding thereunder 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 terms and conditions as were applicable to the related KKR Option immediately prior to the Effective Time (whether except that, (x) with regard to such Roll-over Option, any references to KKR shall be deemed, as appropriate, to include FRI and (y) the vesting of options outstanding under the plans identified on Schedule 2.7 may be accelerated at the Effective Time). (b) FRI shall take all corporate action necessary to reserve for issuance a sufficient number of FRI Shares for delivery pursuant to the KKR Stock Plans assumed in accordance with this Section 2.7. As soon as practicable after the Effective Time, (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 not then vested or exercisableappropriate successor form) (the "Form S-8") with respect to the FRI Shares subject to Roll-over Options and maintain the current status of such registration statement and the related prospectus(es) for so long as such assumed options remain outstanding. (c) The Board of Directors of each of FRI and KKR 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 Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal as appropriate, take appropriate action to approve the product deemed cancellation of the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to KKR Options and the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 deemed grant of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any Roll-over Options for purposes of Section 16(b) of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 TimeExchange Act. (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 Subject to the Effective Timeterms of this Agreement, the Stock Plans (other than the ESPP) and each Option which is outstanding thereunder effective as of immediately prior to the Effective Time close of the Distribution Date, Vialta shall grant to each employee, consultant and outside director of ESS (whether or not then vested or exercisableas determined by ESS) shall, subject to Schedule 5.8(a), be assumed by Parent. Each such who is a holder of an ESS 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, that is outstanding immediately prior to the Effective Timeclose of the Distribution Date, except that (i) a Vialta Option under the Vialta 2001 Plan, with respect to each such Option will that was outstanding on the Record Date (each a "DISTRIBUTION OPTION"). Distribution Options shall be exercisable 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 that the purchase of a number of whole Parent Ordinary Shares shares of Vialta Class A Common Stock equal to the product of the number of shares of Company ESS Common Stock that were issuable upon exercise which are subject, as of such Option immediately prior the Record Date, to the Effective Time ESS Option (the "CORRESPONDING ESS OPTION") with respect to which such Distribution Option is granted (whether vested or unvested) multiplied by the Option Exchange Ratio and rounded down Distribution Ratio. With respect to each Distribution Option, the number of shares of Vialta Class A common stock determined pursuant to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will preceding sentence shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except share of Vialta Class A common stock. 5.2.2 The vesting provisions, term and other provisions of each Distribution Option shall be the same as set forth those in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, effect with respect to the maximum extent permissible, 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 applicable Corresponding ESS Option immediately prior to the Effective Timeclose of the 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 the Corresponding ESS Option, as described in Section 5.2.3 below. (b) For purposes 5.2.3 The per-share exercise price, the vesting provisions, term and other provisions of this Agreement, (i) “each such Corresponding ESS Option Exchange Ratio” shall be equal the same as those in effect immediately prior to the quotient obtained by dividing close of the Merger Consideration by Distribution Date. Upon the Parent Fair Market Valuesubsequent exercise of a Corresponding ESS Option, the holder will be deemed to have also exercised the corresponding Distribution Option, and (ii) “Parent Fair Market Value” means will receive the average closing selling price per share ESS shares being acquired upon exercise of Parent Ordinary Shares as quoted on the London Stock Exchange for the ten (10) trading days preceding the Closing Date (well as converted to U.S. Dollars at the Currency Exchange Rate as quoted in the New York edition a corresponding number of The Wall Street Journal on the Effective Date)shares of Vialta Class A common stock.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "Company Stock Option") under the Company Stock Plans (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Common Stock that were issuable upon exercise of purchasable pursuant to such Company Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of full shares of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which deemed purchasable pursuant to such Company Stock Option was exercisable immediately prior to in accordance with the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timeforegoing. (b) For purposes As soon as practicable after the Effective Time, Parent shall deliver to the participants in Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants made pursuant to Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 7.12 after giving effect to the Merger). (c) At the Effective Time, by virtue of this Agreementthe Merger and without the need of any further corporate action, (i) “Option Exchange Ratio” 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 equal obligations of Parent following the Effective Time. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under Company Stock Plans assumed in accordance with this Section 7.12. As soon as practicable after the Effective Time, 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 quotient obtained by dividing the Merger Consideration by the shares of Parent Fair Market ValueCommon Stock subject to such options, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (iiand maintain the current status of the prospectus or prospectuses contained therein) “Parent Fair Market Value” means for so long as such options remain outstanding. (d) The Board of Directors of the average closing selling price per share Company shall, prior to or as of Parent Ordinary Shares as quoted on the London Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Company Stock Exchange Plans and the instruments evidencing the Company Stock Options, to provide for the ten (10) trading days preceding conversion of the Closing Date (as converted Company Stock Options into options to U.S. Dollars at acquire Parent Common Stock in accordance with this Section 7.12, and that no consent of the Currency Exchange Rate as quoted holders of the Company Stock Options is required in the New York edition of The Wall Street Journal on the Effective Date)connection with such conversion.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Viking Common Stock (a "Viking Stock Option") under the Viking Stock Plans (other than Plans, whether vested or unvested, shall constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Viking Stock Option, the same number of shares of Depot Common Stock as the holder of such Viking Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Viking Common Stock that were issuable upon exercise of purchasable pursuant to such Viking Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Depot Common Stock at which deemed purchasable pursuant to such Viking Stock Option was exercisable immediately prior to in accordance with the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timeforegoing. (b) For purposes As soon as practicable after the Effective Time, Depot shall deliver to the participants in Viking Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Viking 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) Depot shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Depot Common Stock for delivery under Viking Stock Plans assumed in accordance with this AgreementSection 6.12. As soon as practicable after the Effective Time, Depot shall file a registration statement on Form S-8 (ior any successor or other appropriate forms), or another appropriate form with respect to the shares of Depot 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) “Option Exchange Ratio” for so long as such options remain outstanding. (d) The Board of Directors of Viking 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 Viking Stock Plans and the instruments evidencing the Viking Stock Options, to provide for the conversion of the Viking Stock Options into options to acquire Depot Common Stock in accordance with this Section 6.12, and that no consent of the holders of the Viking Stock Options is required in connection with such conversion. (e) The shares of Viking Common Stock awarded, issued and outstanding under the Viking Long Term Stock Incentive Plan 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 converted into Depot Common 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 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 these terms after the Effective Date).

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 (a) At the Effective Timeor, if appropriate, any committee administering the Stock Plans (as defined below)) shall adopt such resolutions or take such other than actions as may be required to effect the ESPPfollowing (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) The Company shall adjust the terms of all outstanding employee or director stock options to purchase shares of Company Common Stock ("Company Stock Options") granted under any stock option or stock purchase plan, program or arrangement of the 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 or not then exercisable, to provide that, at the Effective Time of the Merger, each Company Stock Option which is outstanding thereunder 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 (whether or not then vested or exercisableeach, a "Parent Stock Option") shallto acquire, 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, on the same terms and conditions set forth in as were applicable under such Company Stock Option, the applicable Stock Plans and the stock option agreements, immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole shares of Parent Ordinary Shares Class A Common Stock equal to the product of (1) the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior and (2) the Exchange Ratio, at a price per share equal to (1) the Effective Time multiplied aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (2) the number of shares of Parent Class A Common Stock issuable per share of Company Common Stock upon exercise of such Company Stock Option Exchange Ratio and 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 Parent Ordinary Sharesshares purchasable pursuant to such option, the terms and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon conditions of exercise of such assumed option and such other terms and conditions of such option to be determined in order to comply with Section 424(a) of the Code; and (b) Except as 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 Time of the Merger. After the Merger, each Parent Stock Option will shall be equal exercisable upon the same terms and conditions (including conditions relating to vesting and exercisability) as were applicable to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable Options immediately prior to the Effective Time by Merger and the Option Exchange Ratio, rounded up Company shall use its reasonable best efforts to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties ensure that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code Merger no holder of a Company Stock Option nor any participant in any Stock Plan shall have any right thereunder to acquire equity securities of the extent such Options qualified as incentive stock options prior to Company or the Effective TimeSurviving Corporation. (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 ValueVision Stock Option under the ValueVision Stock Plans (other than the ESPP) and each outstanding National Media Stock Option which is outstanding thereunder 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 ValueVision Stock Option or National Media Stock Option, as the case may be the same number of shares of Parent Common Stock as the holder of such 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 (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded downward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company ValueVision Common Stock that were issuable upon exercise of or National Media Common Stock, as the case may be, purchasable pursuant to such ValueVision Stock Option or such National Media Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of full shares of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which deemed purchasable pursuant to such ValueVision Stock Option was exercisable immediately prior to or National Media Stock Option, as the Effective Time by case may be, in accordance with the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timeforegoing. (b) For As soon as practicable after the Effective Time, Parent shall deliver to the participants in the ValueVision Stock Plans and the National Media Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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 5.13 after giving effect to the Mergers). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under ValueVision Stock Plans and National Media Stock Plans assumed in accordance with this Section 5.13. As soon as practicable after the Effective Time, 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 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 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 ValueVision Stock Plans and the instruments evidencing the 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 ValueVision Stock Options and the National Media Stock Options into options to acquire Parent Common Stock in accordance with this Section 5.13, and that no consent of the holders of the ValueVision Stock Options or National Media Stock Options is required in connection with such conversion. (e) The Board of Directors of each of ValueVision and National Media shall, prior to or as of 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 this Agreement, (iexcepting such disposition under Rule 16b-3(e) “Option promulgated under the 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 Act. The Board of Directors of Parent Ordinary Shares shall, prior to or as quoted on of the London Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock Exchange for under the ten (10) trading days preceding ValueVision Stock Options and the Closing Date National Media Stock Options (as converted pursuant to U.S. Dollars at this Section 5.13) for purposes of excepting such grant under Rule 16b-3(d) promulgated under the Currency Exchange Rate as quoted Act. A-31 39 (f) At the Effective Time, the Parent shall adopt the stock plan (the "Parent Stock Plan") substantially in the New York edition of The Wall Street Journal on the Effective Date).form attached hereto as Exhibit O.

Stock Plans. (a) At As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Xxxx-Xxxxx and Spartan Stores shall take all requisite action so that, as of the Effective Time, each right of any kind, contingent or accrued, to receive Xxxx-Xxxxx Common Stock or benefits measured in whole or in part by the value of a number of shares of Xxxx-Xxxxx Common Stock granted under the Xxxx-Xxxxx Stock Plans (other than the ESPP) and each Option which such right, an “Award”), whether vested or unvested, that is outstanding thereunder immediately prior to the Effective Time shall cease to represent an Award with respect to Xxxx-Xxxxx 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 Spartan Stores Common Stock equal to the product of (whether or not then vested or exercisablei) shall, the aggregate number of shares of Xxxx-Xxxxx Common Stock subject to Schedule 5.8(asuch Award, multiplied by (ii) the Exchange Ratio (as converted, a “Converted Stock-Based Award”); provided, however, that the value of any fractional shares related to any Converted Stock-Based Award shall be assumed by Parent. Each paid in cash at the time such Option so assumed by Parent Converted Stock-Based Award is otherwise settled pursuant to its terms under this Agreement the applicable Xxxx-Xxxxx Stock Plan. (b) All Converted Stock-Based Awards shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Xxxx-Xxxxx Stock Plans and the stock option agreements, Plan (or any other agreement to which such Converted Stock-Based Award was subject immediately prior to the Effective Time), except that as otherwise provided herein. The exercise or strike price (if any) per share of Spartan Stores Common Stock applicable to Converted Stock-Based Awards shall be equal to (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to the product of the number of shares of Company Common Stock that were issuable upon per share exercise price of such Option Award immediately prior to the Effective Time multiplied divided by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Prior to the Effective Time., Xxxx-Xxxxx shall make such amendments and take such other actions with respect to the Xxxx-Xxxxx Stock Plans as shall be necessary to effect the adjustment referred to in this Section 3.2, including notifying all participants in the Xxxx-Xxxxx Stock Plans of such adjustment. Table of Contents (bc) For purposes Spartan Stores shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Spartan Stores Common Stock for delivery upon exercise or settlement of the Converted Stock-Based Awards in accordance with this AgreementSection 3.2. As soon as reasonably practicable after the Effective Time, (i) “Option Exchange Ratio” shall be equal if and to the quotient obtained by dividing extent necessary to cause a sufficient number of shares of Spartan Stores Common Stock to be registered and issuable under Converted Stock-Based Awards, Spartan Stores shall file a post-effective amendment to the Merger Consideration by Registration Statement or registration statement on Form S-8 (or any successor or other appropriate form) with respect to the Parent Fair Market Value, shares of Spartan Stores Common Stock subject to Converted Stock-Based Awards and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (iiand maintain the current status of the prospectus or prospectuses contained therein) “Parent Fair Market Value” means the average closing selling price per share of Parent Ordinary Shares for so long 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)such Converted Stock-Based Awards remain outstanding.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of EFTC Common Stock (an "EFTC Stock Option") under the EFTC Stock Plans (other than Plans, ----------------- whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such EFTC Stock Option which is outstanding thereunder the same number of shares of Parent Common Stock as the holder of such 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 (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company EFTC Common Stock that were issuable upon exercise of purchasable pursuant to such EFTC Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such EFTC Stock Option Exchange Ratio and rounded down in accordance with the foregoing. (b) At or prior to the nearest whole 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 Ordinary Shares, and Common Stock equal to (iii) the per share exercise price for number of shares of common stock of K*TEC as the Parent Ordinary Shares issuable upon exercise holder of such assumed K*TEC Stock Option will be equal would have been entitled to the quotient determined by dividing the exercise price per share of Company Common Stock at which had such Option was exercisable holder exercised such option in full immediately prior to the Effective Time by (rounded downward to the Option Exchange Rationearest whole number), times (ii) .6577, at a price per share (rounded up upward to the nearest whole cent. Except as set forth in Section 5.8 ) equal to (y) the aggregate exercise price for the shares of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any common stock of the outstanding Options under the K*TEC purchasable pursuant to such K*TEC Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Option immediately prior to the Effective TimeTime 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. (bc) For As soon as practicable after the Effective Time, Parent shall deliver to the participants in the EFTC Stock Plans and the K*TEC Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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 5.13 after giving effect to the Mergers). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under EFTC Stock Plans and K*TEC Stock Plans assumed in accordance with this Section 5.13. As soon as practicable after the Effective Time, 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 Parent Common Stock subject to such options and shall use its 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. (e) The Board of Directors of 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 EFTC Stock Plans and the instruments evidencing the 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 EFTC Stock Options and the K*TEC Stock Options into options to acquire Parent Common Stock in accordance with this Section 5.13 without obtaining consent of the holders of the EFTC Stock Options or K*TEC Stock Options in connection with such conversion. (f) The Board of Directors of EFTC shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the EFTC Stock Options for purposes of this Agreement, (iSection 16(b) “Option of the 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 Act. The Board of Directors of Parent Ordinary Shares shall, prior to or as quoted on of the London Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock Exchange for under the ten (10) trading days preceding EFTC Stock Options and the Closing Date K*TEC Stock Options (as converted pursuant to U.S. Dollars at this Section 5.13) for purposes of Section 16(b) of the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date)Act.

Stock Plans. (ai) At the Effective TimeTime of the Merger, (w) each outstanding option to purchase ISE, Inc. Class A Common Stock (an “ISE Stock Option”) granted pursuant to ISE, Inc.’s 2002 Stock Option Plan, the Omnibus Stock Plans Plan or otherwise (other than together, the ESPP) “ISE Stock Plans”), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and each conditions as were applicable under such ISE Stock Option, the same number of shares of Holdco Common Stock as the holder of such ISE Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shallof the Merger, 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, at the same terms and conditions set forth price per share as was in the applicable Stock Plans and the stock option agreements, place immediately prior to the Effective Time, except that (ix) such Option will be exercisable for that number each outstanding share of whole Parent Ordinary Shares equal ISE, Inc. Class A Common Stock (“Restricted Stock”) issued as Restricted Stock pursuant to the product of the number of shares of Company ISE Stock Plans and converted into Holdco Common Stock that were issuable upon exercise in the Merger shall continue to constitute restricted stock subject to the same terms and conditions as applicable under the award of such Option immediately prior Restricted Stock, (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 Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary SharesISE, and (ii) the per share exercise price Inc. securities provided for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, 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 Timetherein. (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) 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 Company Common Stock (a "Company Stock Option") -------------------- under the Company Stock Plans Plans, whether vested or unvested, shall be assumed and shall constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option (other than the ESPPincluding any unvested portion thereof) and each Option which is outstanding thereunder in full (disregarding any limitation on exercisability thereof) immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe 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 Company Common Stock purchasable pursuant to such Company 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 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 assumed by Parent. Each such Option so assumed ------------------ assigned to Parent and shall thereafter be exercisable by Parent under this Agreement shall continue to have, and be subject to, upon the same terms and conditions set forth in the applicable Stock Plans and the stock option agreements, effect immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal the shares purchasable pursuant to the product of Repurchase Options and the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise purchase price per share of Company Common Stock at which such Option was exercisable immediately prior shall be adjusted to reflect the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. . (b) Except as set forth otherwise provided in Section 5.8 of the Disclosure ScheduleCompany Stock Plans, neither the Merger nor the transactions contemplated by this Agreement will terminate any of 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon that are so assumed by Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Company Stock Options so assumed by Parent hereunder qualify, to the maximum extent permissible, qualify following the Effective Time as “incentive stock options” 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 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, is a holder of an outstanding Company Stock Option under the Company Stock Plans that is to be assumed by Parent hereunder, a document evidencing the foregoing assumption of such Company Stock Option by Parent. (bc) For Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under Company Stock Options assumed in accordance with this Section 6.09. As promptly as reasonably practicable and in ------------ any event within fifteen (15) business days after receipt of all option documentation it requires relating to the outstanding Company Stock Options, Parent shall file a registration statement on Form S-8 (or any successor form) covering shares of Parent Common Stock issuable pursuant to such 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 assist Parent in the preparation of such registration statements. (d) The Board of Directors of Company shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing the Company Stock Options, to provide for the conversion of the Company Stock Options into options to acquire Parent Common Stock in accordance with this Section 6.09, and to provide that ------------ no consent of the holders of the Company Stock Options is required in connection with such conversion. (e) 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 this AgreementRule ------------------ 16b-3 under the Exchange Act) thereof, (i) “Option Exchange Ratio” shall be equal adopt resolutions prior to the quotient obtained by dividing the Merger Consideration by the Parent Fair Market ValueEffective Time providing that, and shall take other appropriate action such that, the deemed grant to Company Insiders (iias defined below) “of options to purchase Parent Fair Market Value” means Common Stock under the average closing selling price per share of Parent Ordinary Shares as quoted on the London Company Stock Exchange for the ten (10) trading days preceding the Closing Date Options (as converted into options to U.S. Dollars at acquire Parent Common Stock pursuant to this Section 6.09), and the Currency 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 Rate as quoted 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 New York edition Merger and the number and a description of The Wall Street Journal on the Effective Date).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 2.2.1 Company and Purchaser shall take all requisite action so that, as of the Effective Time, each right of any kind, contingent or accrued, to receive Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Company Common Stock under the Company Stock Plans (other than the ESPP) and each Option which each, an "Award"), whether vested or unvested, that is outstanding thereunder 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 (whether or not then vested or exercisableas converted, a "Converted Stock-Based Award") shall, with respect to a number of shares of Purchaser Common Stock equal to the product of (a) the aggregate number of shares of Company Common Stock subject to Schedule 5.8(asuch 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, be assumed by Parent. Each such Option so assumed by Parent under this Agreement 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), except as otherwise provided in this Plan of Merger. The exercise or strike price (if any) per share of Purchaser Common Stock applicable to any Converted Stock-Based Award shall be equal to (a) the per share exercise price of such Award immediately prior to the Effective Time divided by (b) the Converted Stock-Based Award Ratio. Prior to the Effective Time, Company shall 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 the Company Stock Plans of such adjustment. 2.2.3 Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise or settlement of the Converted Stock-Based Awards in accordance with this Section 2.2. As soon as reasonably practicable after the Effective Time, if and to the stock option agreementsextent 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 statements on Form S-8 (or any successor or other appropriate form) with respect to the shares of Purchaser Common Stock subject to Converted Stock-Based Awards and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Converted Stock-Based Awards remain outstanding. 2.2.4 As of the Effective Time, each phantom share credited to a participant’s account under the Company Deferred Compensation Plans that is outstanding as of immediately prior to the Effective Time, except that (i) such Option will shall automatically be exercisable for that number of whole Parent Ordinary Shares equal converted into the right to the product of the receive a number of shares of Company Purchaser Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Converted Stock-Based Award Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any of the but shall otherwise remain outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 and be distributed pursuant to the terms of the Code to the extent such Options qualified as incentive stock options prior Company Deferred Compensation Plan. Prior to the Effective Time. (b) For purposes , Company or its Board of this Agreement, (i) “Option Exchange Ratio” 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 equal necessary to effect 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 treatment referred 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)this Section 2.2.4.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Varco Common Stock (a "Varco Stock Option") under the Varco Stock Plans (other than Plans, whether vested or unvested, shall constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Varco Stock Option, the same number of shares of Tuboscope Common Stock as the holder of such Varco Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded upward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Varco Common Stock that were issuable upon exercise of purchasable pursuant to such Varco Stock Option immediately prior to the Effective Time multiplied divided by (z) the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise full shares of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Tuboscope Common Stock at which deemed purchasable pursuant to such Varco Stock Option was exercisable immediately prior to in accordance with the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Mergerforegoing. It is intended that Varco Stock Options converted into options to acquire Tuboscope Common Stock in accordance with the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, foregoing shall qualify following the Effective Time as “incentive stock options” 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) For purposes As soon as practicable after the Effective Time, Tuboscope shall deliver to the participants in Varco Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Varco Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.10 after giving effect to the Merger). (c) Tuboscope shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Tuboscope Common Stock for delivery under Varco Stock Plans assumed in accordance with this AgreementSection 6.10. As soon as practicable after the Effective Time, Tuboscope shall file a registration statement on Form S-8 (ior any successor or other appropriate forms), or another appropriate form with respect to the shares of 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) “Option Exchange Ratio” for so long as such options remain outstanding. (d) The board of directors of 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 Varco Stock Plans and the instruments evidencing the Varco Stock Options, to provide for the conversion of the Varco Stock Options into options to acquire Tuboscope Common Stock in accordance with this Section 6.10 without the consent of the holders of the Varco Stock Options. (e) 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 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 equal assumed by Tuboscope and shall continue in effect on the same terms and conditions as in effect immediately prior to the quotient obtained by dividing Effective Time (subject to the Merger Consideration by the Parent Fair Market Valueadjustments in this Section), and each such Varco Stock Purchase Right shall be converted automatically into a right to purchase shares of Tuboscope Common Stock (iia "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 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) “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 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 converted to U.S. Dollars at the Currency Exchange Rate as quoted 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 York edition Stock Purchase Right shall be no greater than the excess (if any) of The Wall Street Journal on 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 DateTime, 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 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, the Stock Plans (other than the ESPPif required) so that each Premark Option and each Option which Premark Phantom SAR held by a Tupperware Participant that is outstanding thereunder 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 Tupperware Restricted Stock such that the sum of such number and the number of shares of Tupperware Common Stock issued in the Distribution with respect to such Premark Restricted Stock equals the number of shares of Premark Restricted Stock comprising such award immediately prior before the Distribution Date, times the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the Effective Time (whether or not then vested or exercisable) shall, nearest whole share. Such converted award shall be subject to Schedule 5.8(a), be assumed by Parent. Each the same schedule with respect to the lapse of restrictions and the same risks of forfeiture as the corresponding Premark Restricted Stock immediately before such Option so assumed by Parent under this Agreement shall continue to haveconversion, and be subject to, shall otherwise have the same terms and conditions set forth in as the applicable Stock Plans and the stock option agreements, immediately prior to the Effective Timecorresponding 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 Premark Director Option will held by a Common Non-Employee Director shall be exercisable for that replaced with (i) a Tupperware Director Option and (ii) a new Premark Director Option, in each case as more fully described below. Such Tupperware Director Option shall constitute an option to purchase a number of whole Parent Ordinary Shares shares of Tupperware Common Stock equal to the product of one-half the number of shares subject to such Premark Director Option immediately before such replacement, times the Ratio, and then, if any resultant fractional share of Company Tupperware Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and exists, rounded down [up] [down] to the nearest whole share, and with a per-share exercise price equal to the per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Ratio. Such Tupperware Director Option shall otherwise have the same terms and conditions as the Premark Director Option it replaces in part, except that references to Premark shall be changed to refer to Tupperware. Such new Premark Director Option shall constitute an option to purchase a number of Parent Ordinary Sharesshares of Premark Common Stock equal to one-half the number of shares subject to such Premark Director Option immediately before such replacement, times the Premark Ratio, and then, if any resultant fractional share of Premark Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per- share exercise price equal to the per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Premark Ratio. (d) Effective as of the Distribution Date, except as specifically set forth in Section 2.12, Tupperware and the Tupperware Subsidiaries shall assume and be solely responsible for (i) all Liabilities 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) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 all Liabilities of the Disclosure Schedule, neither the Merger nor the transactions contemplated by this Agreement will terminate any Pre- Distribution Group to or with respect to Common Non-Employee Directors and Tupperware Non-Employee Directors arising out of the outstanding or relating to Premark Director Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent such they are to be replaced by Tupperware Director Options qualified as incentive stock options prior pursuant to Section 2.04(c). Tupperware and the Effective Time. (b) For purposes of this Agreement, (i) “Option Exchange Ratio” Tupperware Subsidiaries shall be equal solely responsible for all Liabilities arising out of or relating to the quotient obtained by dividing the Merger Consideration by the Parent Fair Market ValueTupperware Options, Tupperware Stock Units, Tupperware Restricted Stock 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)Tupperware Director Options.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Doubletree Common Stock (an "Doubletree Stock Option") under the Doubletree Stock Plans (other than the ESPP) 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 Doubletree Stock Option which is outstanding thereunder or Promus Stock Option, as the case may be, the same number of shares of Parent Common Stock as the holder of such 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 (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded downward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Doubletree Common Stock that were issuable upon exercise of or Promus Common Stock, as the case may be, purchasable pursuant to such Doubletree Stock Option or such Promus Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Doubletree Stock Option Exchange Ratio and rounded down or Promus Stock Option, as the case may be, in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Parent shall deliver to the nearest whole participants in the Doubletree Stock Plans and the Promus Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to 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 5.14 after giving effect to the Mergers). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Ordinary SharesCommon Stock for delivery under Doubletree Stock Plans and Promus Stock Plans assumed in accordance with this Section 5.14. As soon as practicable after the Effective Time, 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 Parent Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such registration statement or registration statements (iiand 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 each of Doubletree and Promus shall, prior to or as of the per share exercise price Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Doubletree Stock Plans and the instruments evidencing the 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 Doubletree Stock Options and the Promus Stock Options into options to acquire Parent Ordinary Shares issuable upon exercise Common Stock in accordance with this Section 5.14 without obtaining consent of the holders of the Doubletree Stock Options 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 assumed Option will be equal holder to the quotient determined by dividing the exercise price per share of Company Common receive any cash payment which may become due with respect to any Promus Stock at which such Option was Options that are exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 a result of the Disclosure Schedule, neither the Merger nor consummation of the transactions contemplated by this Agreement will terminate any hereby. (e) The Board of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting Directors of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption each of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualifyDoubletree and Promus shall, to the maximum extent permissible, 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 or as of the Effective Time. (b) For , 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 this Agreement, (iSection 16(b) “Option of the 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 Act. The Board of Directors of Parent Ordinary Shares shall, prior to or as quoted on of the London Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock Exchange for under the ten (10) trading days preceding Doubletree Stock Options and the Closing Date Promus Stock Options (as converted pursuant to U.S. Dollars at this Section 5.14) for purposes of Section 16(b) of the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date).Act. 35

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, the each General Stock Plans (other than the ESPP) and each Option which is outstanding thereunder immediately prior to the Effective Time shall (whether or not then vested or exercisableexcept to the extent that Berkshire and the holder of a General Stock Option otherwise agree in writing prior to the Effective Time) shallbe deemed to constitute an option to acquire, 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, on the same terms and conditions set forth in as were applicable under such General Stock Option, the applicable Stock Plans and the stock option agreements, immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares shares of Holding Company Class B Common Stock equal to the product of (1) the number of shares of Company General Common Stock that were issuable upon exercise of such General Stock Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio 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 whole number one one-hundredth of Parent Ordinary Sharesa share (provided that, and 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 New York Stock Exchange (ii"NYSE") Composite Tape on the date of exercise), at a price per share equal to (x) the per share exercise price for the Parent Ordinary Shares issuable upon exercise shares of General Common Stock otherwise purchasable pursuant to such assumed General Stock Option will be equal to the quotient determined divided by dividing the (y) 0.105, provided, that such exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, shall be rounded up or down to the nearest whole cent. . (ii) Except as set forth provided in Section 5.8 6.13 or as otherwise agreed to in writing by the parties, (A) the Option Plans, the 1998 Employee Stock Purchase Plan and the Stock 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 respect of the Disclosure Schedulecapital stock of General or any subsidiary (collectively, neither the Merger nor the transactions contemplated by this Agreement will "Stock Plans") shall terminate any as of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties Effective Time, and (B) General shall ensure that the Options so assumed by Parent hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined no holder of a General Stock Option nor any participant in Section 422 any of the Code Stock Plans shall have any right thereunder to acquire equity securities of General or the extent such Options qualified as incentive stock options prior to the Effective TimeHolding Company. (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 SM Common Stock (a "SM Stock Option") under the SM Stock Plans (other than Plans, whether vested or unvested, shall be assumed by CC and shall constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such SM Stock Option, the same number of shares of CC Common Stock as the holder of such SM Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe 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 SM Common Stock purchasable pursuant to such SM Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of CC Common Stock deemed purchasable pursuant to such 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 assumed assigned to CC and shall thereafter be exercisable by Parent. Each such Option so assumed by Parent under this Agreement shall continue to have, and be subject to, CC upon the same terms and conditions set forth in the applicable Stock Plans and the stock option agreements, effect immediately prior to the Effective Time, except that (i) such Option will be exercisable for that number of whole Parent Ordinary Shares equal the shares purchasable pursuant to the product Repurchase Options and the purchase price per shall be adjusted to reflect the Exchange Ratio. (b) As soon as practicable after the Effective Time, CC shall deliver to the participants in SM Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to SM Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.10 after giving effect to the Merger). Consistent with the terms of the number 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 Company CC Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio and rounded down to the nearest whole number of Parent Ordinary Shares, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such assumed Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in 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 or accelerate the exercisability or vesting of such Options or the Parent Ordinary Shares which will be subject to those Options options upon Parent’s CC's assumption of the Options 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 options so assumed by Parent hereunder qualify, to the maximum extent permissible, CC qualify following the Effective Time as “incentive stock options” options as defined in Section 422 of the Code to the extent such Options 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. (bc) For purposes CC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CC Common Stock for delivery under SM Stock Plans assumed in accordance with this AgreementSection 6.10. As soon as practicable and in no event more than thirty (30) days after the Effective Time, (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 provided that CC has received within ten (10) trading business days preceding after the Closing Date 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 forms), subject to such options and shall use 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 SM shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the SM Stock Plans and the instruments evidencing the SM Stock Options, to provide for the conversion of the SM Stock Options into options to acquire CC Common Stock in accordance with this Section 6.10, and that no consent of the holders of the SM Stock Options is required in connection with such conversion. (e) The Board of Directors of CC shall, prior to or as of 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 U.S. Dollars at this Section 6.10) for purposes of Section 16(b) of the Currency Exchange Rate as quoted in the New York edition of The Wall Street Journal on the Effective Date)Act.

Stock Plans. (a) At the Effective Time, each outstanding option to purchase shares of Cross Common Stock (an "Cross Stock Option") under the Cross Stock Plans (other than Plans, whether vested or unvested, shall be deemed to constitute an option to acquire, on the ESPP) same terms and each conditions as were applicable under such Cross Stock Option, the same number of shares of Interpore Common Stock as the holder of such Cross Stock Option which is outstanding thereunder would have been entitled to receive pursuant to the Merger, had such holder exercised such option in full immediately prior to the Effective Time (whether or not then vested or exercisable) shall, subject rounded downward to Schedule 5.8(athe nearest whole number), 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 at a price per share (rounded downward to the Effective Time, except that (inearest whole cent) such Option will be exercisable for that number of whole Parent Ordinary Shares equal to (y) the product of aggregate exercise price for the number of shares of Company Cross Common Stock that were issuable upon exercise of purchasable pursuant to such Cross Stock Option immediately prior to the Effective Time multiplied divided by (z) the number of full shares of Interpore Common Stock deemed purchasable pursuant to such Cross Stock Option Exchange Ratio and rounded down in accordance with the foregoing. (b) As soon as practicable after the Effective Time, Interpore shall deliver to the nearest whole participants in the Cross Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Cross Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.15 after giving effect to the Merger). (c) Interpore shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Sharesshares of Interpore Common Stock for delivery under Cross Stock Plans assumed in accordance with this Section 5.16. As soon as practicable after the Effective Time, Interpore shall amend its registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Interpore Common Stock deemed purchasable pursuant to the Cross Stock Options and shall use its reasonable efforts to maintain the effectiveness of such registration statement (iiand maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. (d) The Board of Directors of Cross shall, prior to or as of the per share exercise price Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Cross Stock Plans and the instruments evidencing the Cross Stock Options, to provide for the Parent Ordinary Shares issuable upon exercise conversion of the Cross Stock Options into options to acquire Interpore Common Stock in accordance with this Section 5.16 without obtaining consent of the holders of the Cross Stock Options 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 assumed Option will be equal holder to the quotient determined by dividing the exercise price per share of Company Common receive any cash payment which may become due with respect to any Cross Stock at which such Option was Options that are exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Except as set forth in Section 5.8 a result of the Disclosure Schedule, neither the Merger nor consummation of the transactions contemplated by this Agreement will terminate any hereby. (e) The Board of the outstanding Options under the Stock Plans or accelerate the exercisability or vesting Directors of such Options or the Parent Ordinary Shares which will be subject to those Options upon Parent’s assumption of the Options in the Merger. It is the intention of the parties that the Options so assumed by Parent hereunder qualifyCross shall, to the maximum extent permissible, 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 or as of the Effective Time. (b) For , take appropriate action to approve the deemed cancellation of the Cross Stock Options 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 DateSection 16(b).